POS EX: Post-effective amendment filed solely to add exhibits to a registration statement
Published on May 8, 2008
As
filed with the Securities and Exchange Commission on May 8,
2008
File
No. 333-148687
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
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
TTM
TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| Delaware | 91-1033443 | |
|
(State or other jurisdiction
of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2630
South Harbor Boulevard
Santa
Ana, California 92704
(714) 327-3000
(Address,
including zip code, and telephone number, including area code,
of registrants principal executive offices)
Kenton
K. Alder
Chief
Executive Officer
TTM
Technologies, Inc.
2630
South Harbor Boulevard
Santa
Ana, California 92704
(714) 327-3000
(Name,
address, including zip code, and telephone number, including
area code, of agent for service)
Copies
to:
Michael L. Kaplan, Esq.
Brian
H. Blaney, Esq.
Greenberg
Traurig, LLP
2375
East Camelback Road, Suite 700
Phoenix,
Arizona 85016
(602)
445-8000 (phone)
(602)
445-8100 (facsimile)
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.
þ
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. o
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 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. 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
Exchange Act.
|
Large accelerated filer
o
|
Accelerated filer þ | |
| Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Explanatory
note
This Post-Effective Amendment No. 1 to the Registration
Statement on
Form S-3
(File
No. 333-148687)
of TTM Technologies, Inc. is being filed solely to file the
exhibits indicated in
Part IIItem 16Exhibits. Other
than the addition of the exhibits and corresponding changes to
the exhibit index and signature page, the remainder of the
Form S-3
is unchanged.
Part II
Information not
required in prospectus
Item 16. Exhibits.
|
Exhibit |
||||
| number | Exhibit | |||
| 1 | .1 | Form of Underwriting Agreement | ||
| *2 | .1 | Form of Plan of Reorganization(1) | ||
| *2 | .2 | Agreement and Plan of Merger dated as of June 24, 2005(2) | ||
| *2 | .3 | Stock and Asset Purchase Agreement by and among Tyco Printed Circuit Group LP, Tyco Electronics Corporation, Raychem International, Tyco Kappa Limited, Tyco Electronics Logistics AG, and TTM (Ozarks) Acquisition, Inc. dated as of August 1, 2006(3) | ||
| *3 | .1 | Registrants Certificate of Incorporation(2) | ||
| *3 | .2 | Registrants Amended and Restated Bylaws(4) | ||
| *4 | .1 | Form of Registrants common stock certificate(2) | ||
| *4 | .2 | Form of Indenture | ||
| *5 | .1 | Opinion of Greenberg Traurig, LLP | ||
| *10 | .1 | UBS Credit Agreement(5) | ||
| *10 | .2 | Employment Agreement dated as of December 31, 2005 between the Registrant and Kenton K. Alder(6) | ||
| *10 | .3 | Form of Executive Change in Control Severance Agreement and schedule of agreements entered into on December 1, 2005(6) | ||
| *10 | .4 | Employment Agreement dated as of December 1, 2006 between the Registrant and Douglas L. Soder(7) | ||
| *10 | .5 | Form of Severance Agreement and schedule of agreements entered into on December 1, 2006(7) | ||
| *10 | .6 | 2006 Incentive Compensation Plan(7) | ||
| *10 | .7 | Form of Stock Option Agreement(7) | ||
| *10 | .8 | Form of Restricted Stock Unit Award Agreement(7) | ||
| *10 | .9 | Form of Indemnification Agreement with directors(1) | ||
| *10 | .10 | Statutory Warranty Deeds for Redmond Facility(1) | ||
| *21 | .1 | Subsidiaries of the Registrant(7) | ||
| *23 | .1 | Consent of KPMG LLP, independent registered public accounting firm | ||
| *24 | .1 | Power of Attorney of Directors and Executive Officers (included on the Signature Page of the Registration Statement) | ||
| 25 | .1 | Statement of Eligibility on Form T-1 of American Stock Transfer & Trust Company | ||
| * | Previously filed. | |
| (1) | Incorporated by reference to the Registration Statement on Form S-1 (Registration No. 333-39906) declared effective September 20, 2000. | |
| (2) | Incorporated by reference to the Registrants Form 8-K as filed with the Securities and Exchange Commission (the Commission) on August 30, 2005. | |
| (3) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on August 4, 2006. | |
| (4) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on November 14, 2007. | |
| (5) | Incorporated by reference to the Registrants Form 10-K as filed with the Commission on November 2, 2006. | |
| (6) | Incorporated by reference to the Registrants Form 10-K as filed with the Commission on March 14, 2006. | |
| (7) | Incorporated by reference to the Registrants Form 10-K as filed with the Commission on March 16, 2007. |
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that is 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 Santa Ana, state of California, on May 8, 2008.
TTM TECHNOLOGIES, INC.
| By: |
/s/ Steven
W. Richards
|
Name: Steven W. Richards
Title: Executive Vice President and
Chief Financial Officer
Pursuant to 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/ Kenton
K. Alder*
Kenton K. Alder |
President, Chief Executive Officer (Principal Executive Officer), and Director | May 8, 2008 | ||||
|
/s/ Steven
W. Richards
Steven W. Richards |
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), and Secretary | May 8, 2008 | ||||
|
/s/ Robert
E. Klatell*
Robert E. Klatell |
Chairman of the Board | May 8, 2008 | ||||
|
/s/ Thomas
T. Edman*
Thomas T. Edman |
Director | May 8, 2008 | ||||
|
/s/ James
K. Bass*
James K. Bass |
Director | May 8, 2008 | ||||
|
/s/ Richard
P. Beck*
Richard P. Beck |
Director | May 8, 2008 | ||||
|
/s/ John
G. Mayer*
John G. Mayer |
Director | May 8, 2008 | ||||
| *By: |
/s/ Steven
W. Richards
Steven W. Richards Attorney-in-Fact |
|||||
Exhibit
index
|
Exhibit |
||||
| number | Exhibit | |||
| 1 | .1 | Form of Underwriting Agreement | ||
| *2 | .1 | Form of Plan of Reorganization(1) | ||
| *2 | .2 | Agreement and Plan of Merger dated as of June 24, 2005(2) | ||
| *2 | .3 | Stock and Asset Purchase Agreement by and among Tyco Printed Circuit Group LP, Tyco Electronics Corporation, Raychem International, Tyco Kappa Limited, Tyco Electronics Logistics AG, and TTM (Ozarks) Acquisition, Inc. dated as of August 1, 2006(3) | ||
| *3 | .1 | Registrants Certificate of Incorporation(2) | ||
| *3 | .2 | Registrants Amended and Restated Bylaws(4) | ||
| *4 | .1 | Form of Registrants common stock certificate(2) | ||
| *4 | .2 | Form of Indenture | ||
| *5 | .1 | Opinion of Greenberg Traurig, LLP | ||
| *10 | .1 | UBS Credit Agreement(5) | ||
| *10 | .2 | Employment Agreement dated as of December 31, 2005 between the Registrant and Kenton K. Alder(6) | ||
| *10 | .3 | Form of Executive Change in Control Severance Agreement and schedule of agreements entered into on December 1, 2005(6) | ||
| *10 | .4 | Employment Agreement dated as of December 1, 2006 between the Registrant and Douglas L. Soder(7) | ||
| *10 | .5 | Form of Severance Agreement and schedule of agreements entered into on December 1, 2006(7) | ||
| *10 | .6 | 2006 Incentive Compensation Plan(7) | ||
| *10 | .7 | Form of Stock Option Agreement(7) | ||
| *10 | .8 | Form of Restricted Stock Unit Award Agreement(7) | ||
| *10 | .9 | Form of Indemnification Agreement with directors(1) | ||
| *10 | .10 | Statutory Warranty Deeds for Redmond Facility(1) | ||
| *21 | .1 | Subsidiaries of the Registrant(7) | ||
| *23 | .1 | Consent of KPMG LLP, independent registered public accounting firm | ||
| *24 | .1 | Power of Attorney of Directors and Executive Officers (included on the Signature Page of the Registration Statement) | ||
| 25 | .1 | Statement of Eligibility on Form T-1 of American Stock Transfer & Trust Company | ||
| * | Previously filed. | |
| (1) | Incorporated by reference to the Registration Statement on Form S-1 (Registration No. 333-39906) declared effective September 20, 2000. | |
| (2) | Incorporated by reference to the Registrants Form 8-K as filed with the Securities and Exchange Commission (the Commission) on August 30, 2005. | |
| (3) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on August 4, 2006. | |
| (4) | Incorporated by reference to the Registrants Form 8-K as filed with the Commission on November 14, 2007. | |
| (5) | Incorporated by reference to the Registrants Form 10-K as filed with the Commission on November 2, 2006. | |
| (6) | Incorporated by reference to the Registrants Form 10-K as filed with the Commission on March 14, 2006. | |
| (7) | Incorporated by reference to the Registrants Form 10-K as filed with the Commission on March 16, 2007. |