As filed with the Securities and Exchange Commission on January 3, 2020
Registration No. 333-226264
Registration No. 333-225371
Registration No. 333-222127
Registration No. 333-215287
Registration No. 333-196864
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 REGISTRATION STATEMENT NOS.
333-226264
333-225371
333-222127
333-215287
333-196864
Fusion Connect, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State of Incorporation) | | 58-2342021 (IRS Employer Identification No.) |
210 Interstate North Parkway, Suite 300 Atlanta, Georgia | | 30339 |
(Address of Principal Executive Offices) | | (Zip Code) |
James Prenetta, Jr. Executive Vice President and General Counsel 210 Interstate North Parkway, Suite 300 Atlanta, Georgia 30339 (212) 201-2400 (Name, address and telephone number, including area code, of agent for service) |
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 Exchange Act. (Check one):
Large accelerated filer ☐ | | Accelerated filer ☐ |
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | | Smaller reporting company ☒ Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
Fusion Connect, Inc., a Delaware corporation (the “Company”), is filing with the U.S. Securities and Exchange Commission (the “SEC”) the post-effective amendment to deregister shares of common stock, par value $0.01, of the Company previously registered under the following Registration Statements on Form S-3 (the “Registration Statements”):
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Registration Statement on Form S-3 (No. 333-226264) filed with the SEC on July 20, 2018 (as amended by Amendment No. 1, filed with the SEC on August 7, 2018);
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Registration Statement on Form S-3 (No. 333-225371) filed with the SEC on June 1, 2018 (as amended by Amendment No. 1, filed with the SEC on July 6, 2018);
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Registration Statement on Form S-3 (No. 333-222127) filed with the SEC on December 18, 2017 (as amended by Amendment No. 1, filed with the SEC on January 12, 2018);
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Registration Statement on Form S-3 (No. 333-215287) filed with the SEC on December 23, 2016 (as amended by Amendment No. 1, filed with the SEC on January 31, 2017, and further amended by an amendment filed with the SEC on December 15, 2017); and
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Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 (No. 333-196864) filed with the SEC on June 18, 2014.
As previously disclosed, on June 3, 2019, the Company and each of its U.S. subsidiaries filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York.
The Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration by means of this Post-Effective Amendment all of such securities registered but unsold under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on January 3, 2020.
| | Fusion Connect, Inc. | |
| | | | |
| By: | /s/ James P. Prenetta, Jr. | |
| | Name:
| James P. Prenetta, Jr. | |
| | Title:
| Executive Vice President and General Counsel | |
Note: No other person is required to sign this post-effective amendment in reliance on Rule 478 of the Securities Act of 1933, as amended.
