As
filed with the Securities and Exchange Commission on March 11, 2009
Registration
No. 333-148864
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 2
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MYR
Group Inc.
|
(Exact
Name of Registrant as Specified in Its Charter)
|
||
|
Delaware
|
1623
|
36-3158643
|
|
(State
of Incorporation)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification Number)
|
Three
Continental Towers
1701
West Golf Road, Suite 1012
Rolling
Meadows, IL 60008-4007
Phone: (847)
290-1891
(Address,
Including Zip Code, and Telephone Number,
Including
Area Code, of Registrant’s Principal Executive Offices)
Gerald
B. Engen, Jr.
Vice
President, Chief Legal Officer
MYR
Group Inc.
12150
East 112th Avenue
Henderson,
CO 80640
Phone: (303)
286-8000
(Name,
Address, Including Zip Code, and Telephone Number,
Including
Area Code, of Agent For Service)
Copies
to:
Stacy J. Kanter, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
Four
Times Square
New
York, NY 10036
(212)
735-3000
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this registration statement becomes effective.
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.
If
this form is filed to register additional securities for an offering pursuant to
Rule 462(b) 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 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 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.
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 o
|
Non-accelerated
filer ý
(Do
not check if a smaller reporting company)
|
Smaller
reporting company o
|
The
Registration Fee was previously calculated and paid in connection with the
filing of the Registration Statement on January 25, 2008.
No exhibits are filed with this
Post-Effective Amendment No. 2.
This
Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 shall
become effective in accordance with Section 8(C) of the Securities Act of 1933,
as amended, on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(C), may determine.
DEREGISTRATION OF SECURITIES;
TERMINATION OF REGISTRATION STATEMENT
On August 11, 2008, the Securities and
Exchange Commission (the “Commission”) declared effective a Registration
Statement on Form S-1 (File No. 333-148864) (the “Registration Statement”) of
MYR Group Inc. (the “Registrant”) relating to the resale from time to time of up
to 19,690,777 shares of common stock (the “Registered Shares”) of the
Registrant, including 1,373,673 shares of common stock issuable upon exercise of
outstanding options (the “Option Shares”), by the selling stockholders named in
the Registration Statement pursuant to the plan of distribution set forth
therein. The Registrant has amended the Registration Statement with the
information included in Post-Effective Amendment No. 1 to the Registration
Statement, which was declared effective by the Commission on August 12, 2008 and
supplemented the prospectus (the “Prospectus”) included in the Registration
Statement with the information set forth in Prospectus Supplement No. 1 dated
August 13, 2008, Prospectus Supplement No. 2 dated September 4,
2008, Prospectus Supplement No. 3 dated September 16, 2008 and
Prospectus Supplement No. 4, dated November 13, 2008, in each case filed with
the Commission.
The Registrant determined that it will
no longer maintain effectiveness of the Registration Statement. Accordingly,
this Post-Effective Amendment No. 2 to the Registration Statement is being filed
solely to terminate the effectiveness of the Registration Statement and to
deregister, as of the effective date of this Post-Effective Amendment No. 2, a
total of 6,963,564 Registered Shares, which are all of the Registered Shares
that remain unsold under the Registration Statement as of the date hereof. The
Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of all such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
has duly caused this Post-Effective Amendment to the Registration Statement on
Form S-1 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rolling Meadows, State of Illinois, on March 11,
2009.
|
MYR
Group Inc.
|
||||
|
By:
|
/s/
WILLIAM A. KOERTNER
|
|||
|
Name:
William A. Koertner
|
||||
|
Title:
President and Chief Executive Officer
|
||||
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
|
*
|
|||
|
William
A. Koertner
|
Director,
President and Chief Executive Officer (Principal
Executive Officer)
|
March
11, 2009
|
|
|
*
|
|||
|
Marco
A. Martinez
|
Vice
President, Chief Financial Officer and Treasurer
(Principal
Financial Officer and Principal Accounting Officer)
|
March
11, 2009
|
|
|
*
|
|||
|
Jack
L. Alexander
|
Director
|
March
11, 2009
|
|
|
*
|
|||
|
Larry
F. Altenbaumer
|
Director
|
March
11, 2009
|
|
|
*
|
|
||
|
Henry
W. Fayne
|
Director
|
March
11, 2009
|
|
|
*
|
|||
|
Betty
R. Johnson
|
Director
|
March
11, 2009
|
|
|
*
|
|||
|
Gary
R. Johnson
|
Director
|
March
11, 2009
|
|
|
*
|
|||
|
William
D. Patterson
|
Director
|
March
11, 2009
|
|
|
*
|
|||
|
Carter
A. Ward
|
Director
|
March
11, 2009
|
|
*
By: /s/ GERALD B.
ENGEN, JR.
Gerald B. Engen, Jr.
Attorney-in-Fact