POS EX: Post-effective amendment filed solely to add exhibits to a registration statement
Published on May 14, 2008
As filed with the Securities and
Exchange Commission on May 14, 2008
File No. 333-148687
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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. 2 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 dated March 26, 2008 | ||
| 5 | .2 | Opinion of Greenberg Traurig, LLP dated May 14, 2008 | ||
| *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 | ||
| 23 | .2 | Consent of Greenberg Traurig, LLP (contained in Exhibits 5.1 and 5.2) | ||
| *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 14, 2008.
TTM TECHNOLOGIES, INC.
| By: |
/s/ Steven
W. Richards
|
Name: Steven W. Richards
Title: Executive Vice President and
Chief
Financial Officer
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 14, 2008 | ||||
|
/s/ Steven
W. Richards
Steven W. Richards |
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer), and Secretary | May 14, 2008 | ||||
|
/s/ Robert
E. Klatell*
Robert E. Klatell |
Chairman of the Board | May 14, 2008 | ||||
|
/s/ Thomas
T. Edman*
Thomas T. Edman |
Director | May 14, 2008 | ||||
|
/s/ James
K. Bass*
James K. Bass |
Director | May 14, 2008 | ||||
|
/s/ Richard
P. Beck*
Richard P. Beck |
Director | May 14, 2008 | ||||
|
/s/ John
G. Mayer*
John G. Mayer |
Director | May 14, 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 dated March 26, 2008 | ||
| 5 | .2 | Opinion of Greenberg Traurig, LLP dated May 14, 2008 | ||
| *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 | ||
| 23 | .2 | Consent of Greenberg Traurig, LLP (contained in Exhibits 5.1 and 5.2) | ||
| *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. |