As filed with the Securities amd Exchange Commission on May 22, 2008.
Registration No. 333-133653
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
WJ COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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94-1402710
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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c/o TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway,
Hillsboro, Oregon 97124
(503) 615-9000
(Address, including
zip code, and telephone number, including area code of registrants principal executive offices)
Ralph G. Quinsey
President and Chief Executive Officer
c/o TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway,
Hillsboro, Oregon 97124
(503)
615-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Please send copies of all communications to:
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Douglas D. Morris
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Darrell C. Smith
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Ater Wynne LLP
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Shumaker, Loop & Kendrick, LLP
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222 SW Columbia Street,
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101 E. Kennedy Blvd.
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Suite 1800
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Suite 2800
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Portland, Oregon 97201
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Tampa, Florida, 33602
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(503) 226-8416
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(813) 229-7600
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Approximate date of
commencement of proposed sale to the public: Not Applicable
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, as amended (the Securities Act) 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.
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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.
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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 Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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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.
¨
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 definitions of large accelerated filer, accelerated filer, and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
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This post-effective
amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933 on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c), may determine.
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-133653) of the Registrant (the
Registration Statement
), pertaining to the shelf registration of 24,982,044 shares of common stock, $0.01 par value per share (
Common Stock
), which was filed on Form S-3 with the Securities and Exchange
Commission (the
SEC
) on April 28, 2006.
Effective as of May 22, 2008 (the
Effective Date
)
pursuant to an Agreement and Plan of Merger dated as of March 9, 2008, by and among the Company, TriQuint Semiconductor, Inc., a Delaware corporation (
TriQuint
), and its wholly owned subsidiary, ML Acquisition Inc., a
Delaware corporation (
Merger Sub
), Merger Sub merged with and into the Company, the Company became a wholly-owned subsidiary of TriQuint (the
Merger
), and each outstanding share of the Companys Common
Stock was converted into a right to receive $1.00 in cash.
As a result of the Merger, the Registrant has terminated all offerings of the
securities pursuant to its existing registration statements, including the Registration Statement. In accordance with the undertaking made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities
registered under the Registration Statement which remain unsold at the termination of the offerings, the Registrant is filing this Post-Effective Amendment to the Registration Statement to deregister all of the shares of the Common Stock registered
under the Registration Statement which remain unsold as of the Effective Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1
on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized on May 22, 2008.
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WJ COMMUNICATIONS, INC.
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By:
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/s/ Ralph G. Quinsey
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Name:
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Ralph G. Quinsey
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Ralph G. Quinsey
Ralph G. Quinsey
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Chief Executive Officer and Director
(Principal
Executive Officer)
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May 22, 2008
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/s/ Steve Buhaly
Steve
Buhaly
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Chief Financial Officer and Director
(Principal
Financial and Accounting Officer)
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May 22, 2008
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