-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H/xSU9QJNw2/xAzLPYA4EnOzjMqfHeR5v1uI6AnOMhy4LTJO9T9QfZZ58oUDW/Rc nXvOs/+mL98Ir9YCgTcSLw== 0001021408-03-005719.txt : 20030407 0001021408-03-005719.hdr.sgml : 20030407 20030407152110 ACCESSION NUMBER: 0001021408-03-005719 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENVIROGEN INC CENTRAL INDEX KEY: 0000863815 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 222899415 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-34021 FILM NUMBER: 03641417 BUSINESS ADDRESS: STREET 1: 4100 QUAKERBRIDGE RD STREET 2: PRINCETON RESEARCH CENTER CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: 6099369300 MAIL ADDRESS: STREET 1: PRINCETON RESEARCH CENTER STREET 2: 4100 QUAKERBRIDGE RD CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 POS AM 1 dposam.txt ENVIROGEN, INC POST EFFECTIVE AMENDMENT NO. 2 As filed with the Securities and Exchange Commission on April 7, 2003 Registration No. 333-34021 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 _______________ POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________ ENVIROGEN, INC. (Exact Name of Registrant as Specified in Its Charter) _______________ Delaware (State of Incorporation) 22-2899415 (I.R.S. Employer Identification Number) 4100 Quakerbridge Road Lawrenceville, New Jersey 08648 (609) 936-9300 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Mark J. Maten Envirogen, Inc. 4100 Quakerbridge Road Lawrenceville, New Jersey 08648 (609) 936-9300 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) _______________________ Copy to: John E. Stoddard III, Esq. Drinker Biddle & Reath LLP 105 College Road East Princeton, NJ 08542-0627 (609) 716-6504 Approximate date of commencement of proposed sale to the public: THIS POST-EFFECTIVE AMENDMENT DEREGISTERS THOSE SHARES OF COMMON STOCK DESCRIBED HEREIN THAT REMAIN UNSOLD HEREUNDER AS OF THE DATE HEREOF. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] DEREGISTRATION OF SECURITIES On August 20, 1997, Envirogen, Inc. filed this registration statement on Form S-3 (No. 333-34021) which registered 10,385,715 shares of its common stock for resale from time to time (the "Registration Statement"). Of the 10,385,715 shares of common stock registered under this Registration Statement, 149,795 shares of common stock have been sold by selling stockholders hereunder as of the date hereof. On March 21, 2003, Tonic Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Shaw Environmental & Infrastructure, Inc., merged with and into Envirogen with Envirogen being the surviving entity and a wholly-owned subsidiary of Shaw Environmental. Because Envirogen is no longer a public company, Envirogen files this Post-Effective Amendment and hereby deregisters the remaining 10,235,920 shares of Envirogen common stock which were registered but were not sold under this Registration Statement. Please note that the foregoing share numbers do not give effect to Envirogen's 1-for-6 reverse stock split, which became effective on November 24, 1998. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lawrenceville, State of New Jersey, on April 7, 2003. ENVIROGEN, INC. By: /s/ Mark J. Maten ----------------- Mark J. Maten, Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statement has been signed by the following persons, in the capacities indicated, on April 7, 2003.
Signature Title - --------- ----- /s/ T.A. Barfield, Jr. Chief Executive Officer and Director (Principal - ---------------------- T.A. Barfield, Jr. Executive Officer) /s/ Mark J. Maten Vice President of Finance and Chief Financial - ----------------- Mark J. Maten Officer (Principal Financial and Accounting Officer) /s/ Scott LaGrange Director - ------------------ Scott LaGrange /s/ Daniel J. Shapiro Director - --------------------- Daniel J. Shapiro
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