- Post-Effective Amendment to Registration Statement (POS AM)
December 17 2009 - 2:56PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 17,
2009
Registration
No. 333-122250
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SPORT
SUPPLY GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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22-2795073
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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1901
Diplomat Drive
Farmers
Branch, Texas 75234
(972)
484-9484
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
Terrence
M. Babilla
President,
Chief Operating Officer, General Counsel
and
Secretary
Sport
Supply Group, Inc.
1901
Diplomat Drive
Farmers
Branch, Texas 75234
(972)
484-9484
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
With
copy to:
Alan
J. Bogdanow
Vinson
& Elkins L.L.P.
Trammell
Crow Center
2001
Ross Avenue, Suite 3700
Dallas,
Texas 75201
(214)
220-7700
Approximate date of commencement of
proposed sale to the public:
From time to time after the
effective date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
o
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.
x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Securities and Exchange Commission pursuant to Rule 462(e) under the
Securities Act of 1933, check the following box.
o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Securities Exchange Act of 1934.
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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TERMINATION
OF REGISTRATION
This
Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), filed by Sport
Supply Group, Inc., a Delaware corporation formerly known as Collegiate Pacific
Inc. (the “Registrant”), removes from registration all securities of the
Registrant registered under the Registration Statement on Form S-3 (File No.
333-122250) initially filed by the Registrant on January 24, 2005 (the
“Registration Statement”) with the Securities and Exchange Commission pertaining
to the registration of the resale by the selling securityholders of (i)
$50,000,000 principal amount of 5.75% Convertible Senior Subordinated Notes due
2009 (the “Notes”) and the shares of common stock of the Registrant (the “Common
Stock”) issuable upon the conversion of the Notes and (ii) 83,126 shares of
Common Stock held by two of the Registrant’s stockholders who received the
shares of Common Stock as partial consideration for the Registrant’s acquisition
of all of the shares of capital stock of their company (the “Acquisition
Shares”).
On December 1, 2009, the Registrant
announced that it had retired $28.9 million of the Notes, representing all
remaining outstanding Notes. No shares of Common Stock were issued
upon conversion of any Notes. In addition, the Registrant’s
contractual obligation to maintain the effectiveness of the Registration
Statement with respect to the Acquisition Shares has expired.
As a result of the retirement of the
Notes and the expiration of the Registrant’s contractual obligation to maintain
the effectiveness of the Registration Statement with respect to the Acquisition
Shares, all offerings of the Registrant’s securities pursuant to the
Registration Statement have terminated. Effective upon the filing
hereof, the Registrant hereby removes from registration all Notes and all shares
of Common Stock registered under the Registration Statement that remain unsold
as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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 Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Farmers
Branch, State of Texas, on the 16th day of December, 2009.
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SPORT
SUPPLY GROUP, INC.
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By:
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/s/
John E. Pitts
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John
E. Pitts
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Chief
Financial Officer
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Pursuant
to the requirements of the Securities Act, this Registration Statement has been
signed by the following persons in the capacities and on the dates
indicated.
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Signature
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Title
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Date
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/s/ Adam Blumenfeld
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Chairman
of the Board and Chief Executive Officer
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December
16, 2009
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Adam
Blumenfeld
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(
Principal Executive
Officer
)
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/s/ John E. Pitts
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Chief
Financial Officer
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December
16, 2009
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John
E. Pitts
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(
Principal Financial Officer
and
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Principal Accounting
Officer
)
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/s/ Jeff Davidowitz
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Director
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December
16, 2009
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Jeff
Davidowitz
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/s/ Richard Ellman
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Director
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December
16, 2009
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Richard
Ellman
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/s/ William M. Lockhart
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Director
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December 16,
2009
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William
M. Lockhart
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/s/ William H. Watkins, Jr.
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Director
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December 16,
2009
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William
H. Watkins, Jr.
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