pos-am_1319741.htm
As filed
with the Securities and Exchange Commission on November 26, 2008
Registration
No. 333-117115
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
________________________________________________________________
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
________________________________________________________________
ACCESS
INTEGRATED TECHNOLOGIES, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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22-3720962
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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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55
Madison Avenue, Suite 300
Morristown,
NJ 07960
(973)
290-0080
(Address,
including zip code, and telephone number, including area code, of
registrant’s
principal executive offices)
________________________________________________________________
A.
DALE MAYO
Chief
Executive Officer and President
Access
Integrated Technologies, Inc.
55
Madison Avenue, Suite 300
Morristown,
NJ 07960
(973)
290-0080
(Name,
address, including zip code and telephone number,
including
area code, of agent for service)
With
a copy to:
JONATHAN
K. COOPERMAN, ESQ.
Kelley
Drye & Warren LLP
101 Park
Avenue
New York,
New York 10178
(212)
808-7800
__________________________________________________________________________________________________________
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, 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 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. [_]
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
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated
filer [_]
Accelerated filer [_]
Non-accelerated
filer [_] (Do not check if a smaller reporting
company)
Smaller reporting company [X]
________________________________________________________________
DEREGISTRATION
OF SECURITIES
Access Integrated Technologies, Inc.
(the “Registrant”) is filing this post-effective amendment to deregister
securities registered for resale on Registration Statement on Form S-3, No.
333-117115 (the “Registration Statement”). The Registration Statement
registered the resale of 1,521,875 shares of Class A common stock, par value
$0.001 per share, of the Registrant (the “Class A Common Stock”) by selling
stockholders. All securities which remain unsold under the
Registration Statement are hereby deregistered. As a result of this
deregistration, no securities remain registered for resale pursuant to this
Registration Statement. The
resale of these securities is being deregistered because the registration rights
related to such securities have expired and the Registrant is no longer required
to keep such registration effective.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant hereby
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and authorized this amendment to the
registration statement to be signed on its behalf by the undersigned, in the
City of Morristown, State of New Jersey, on the [__] day of November,
2008.
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ACCESS
INTEGRATED TECHNOLOGIES, INC.
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By:
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/s/ Gary S. Loffredo |
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Gary
S. Loffredo
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Senior
Vice President – Business Affairs, General Counsel and
Secretary
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Pursuant
to the requirements of the Securities Act of 1933, this amendment to the
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures
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Title
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Date
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*
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President,
Chief Executive Officer and Chairman of the
Board
of Directors (Principal Executive Officer)
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November
26, 2008
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A.
Dale Mayo
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*
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Senior
Vice President – Facilities and Director
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November
26, 2008
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Kevin
J. Farrell
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/s/
Gary S. Loffredo
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Senior
Vice President – Business Affairs,
General
Counsel, Secretary
and Director
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November
26, 2008
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Gary
S. Loffredo
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*
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Senior
Vice President – Accounting and Finance
(Principal
Financial Officer and Principal
Accounting
Officer)
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November
26, 2008
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Brian
D. Pflug
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*
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Director
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November
26, 2008
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Robert
Davidoff
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*
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Director
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November
26, 2008
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Wayne
L. Clevenger
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Signatures
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Title
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Date
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*
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Director
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November
26, 2008
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Matthew
W. Finlay
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*
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Director
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November
26, 2008
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Gerald
C. Crotty
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Director
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Robert
E. Mulholland
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*
By
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/s/ Gary S. Loffredo
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Gary
S. Loffredo, as
Attorney-in-Fact
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