Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - PIONEER POWER SOLUTIONS, INC. | v355391_ex5-1.htm |
| EX-23.1 - EX-23.1 - PIONEER POWER SOLUTIONS, INC. | v355391_ex23-1.htm |
As filed with the Securities and Exchange Commission on September 18, 2013.
SEC File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PIONEER POWER SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3612 | 27-1347616 |
|
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
400 Kelby Street, 9th Floor
Fort Lee, New Jersey 07024
(212) 867-0700
(Address, including zip code, and telephone
number,
including area code, of registrant’s principal executive offices)
Nathan J. Mazurek
Chief Executive Officer
Pioneer Power Solutions, Inc.
400 Kelby Street, 9th Floor
Fort Lee, New Jersey 07024
(212) 867-0700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
|
Rick A. Werner, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza, 26th Floor New York, New York 10112 Tel. (212) 659-7300 Fax (212) 884-8234 |
Robert L. Frome, Esq. Kenneth A. Schlesinger, Esq. Olshan Frome Wolosky LLP Park Avenue Tower 65 East 55th Street New York, NY 10022 Tel. (212) 451-2300 Fax (212) 451-2222 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
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 check the following box. o
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. x 333-190302
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. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. 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 Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
| (Do not check if a smaller reporting company) |
___________________________________________
CALCULATION OF REGISTRATION FEE
|
Title of each Class of securities To be registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price(1) | Amount of registration fee(2) |
| Common Stock, par value $0.001 per share | 115,000 | $8.00 | $920,000 | $126.00 |
| (1) | Represents only the additional number of shares being registered and includes 30,000 shares of common stock that may be purchased by the underwriters to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333- 190302). |
| (2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $9,200,000 on a Registration Statement on Form S-1 (File No. 333-190302), which was declared effective by the Securities and Exchange Commission on September 18, 2013. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $1,840,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Pioneer Power Solutions, Inc. is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1 (File No. 333-190302), which we originally filed on August 1, 2013, as amended, or the Registration Statement, and which the SEC declared effective on September 18, 2013.
We are filing this registration statement for the sole purpose of increasing by 115,000 shares the number of shares of our common stock to be registered for issuance and sale. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing.
The required opinions and consents are listed on the exhibit index and filed with this filing.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lee, State of New Jersey on September 18, 2013.
| PIONEER POWER SOLUTIONS, INC. | ||
| By: | /s/ Nathan J. Mazurek | |
| Name: Nathan J. Mazurek | ||
| Title: Chief Executive Officer |
In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|
/s/ Nathan J. Mazurek |
President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
September 18, 2013 | ||
| Nathan J. Mazurek | ||||
| /s/ Andrew Minkow | Chief Financial Officer, Secretary, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer) |
September 18, 2013 | ||
| Andrew Minkow | ||||
| * | Director, President of Jefferson Electric, Inc. | September 18, 2013 | ||
| Thomas Klink | ||||
| * | Director | September 18, 2013 | ||
| Yossi Cohn | ||||
| * | Director | September 18, 2013 | ||
| David J. Landes | ||||
| * | Director | September 18, 2013 | ||
| Ian Ross | ||||
| * | Director | September 18, 2013 | ||
| David Tesler | ||||
| * | Director | September 18, 2013 | ||
| Jonathan Tulkoff |
| * by | /s/ Nathan J. Mazurek | |
| Nathan J. Mazurek | ||
| As Attorney-in-fact |
EXHIBIT INDEX
| Exhibit Number | Description of Document | |
| 5.1 | Opinion of Haynes and Boone, LLP | |
| 23.1 | Consent of Richter LLP | |
| 23.2 | Consent of Haynes and Boone, LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney of certain directors of Pioneer Power Solutions, Inc. (incorporated by reference to Registration Statement on Form S-1 (File No. 333-190302) filed August 1, 2013, as amended). |