- Post-Effective Amendment to Registration Statement (POS AM)

As Filed with the Securities and Exchange Commission on March 24, 2009

 

Registration No. 333-114555

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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POST-EFFECTIVE AMENDMENT NO. 1

TO

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

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AIRSPAN NETWORKS INC.

(Exact name of registrant as specified in its charter)

 

Washington	75-2743995
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

777 Yamato Road

Suite 310

Boca Raton, FL  33431

[phone]

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

David Brant

Chief Financial Officer

777 Yamato Road

Suite 310

Boca Raton, FL  33431

[phone]

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

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Copy to:

Ted Farris, Esq.

Dorsey & Whitney LLP

250 Park Avenue

New York, NY  10177

[phone]

 

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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.   □

 

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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. (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)

 

 

 

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DEREGISTRATION OF SECURITIES

 

On April 16, 2004, Airspan Networks Inc., a Washington corporation (the “Company”), filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (Registration No. 333-114555) (the “Registration Statement”) to register the sale of 835,000 shares of the Company’s common stock, par value $.0003 per share (the “Common Stock”).  The purpose of this Post-Effective Amendment No. 1 to Form S-3 Registration Statement is to withdraw and remove from registration the unissued and unsold shares of Common Stock previously registered under the Registration Statement.

 

The Registration Statement is hereby amended to deregister all of the unissued and unsold shares of Common Stock under the Registration Statement.  As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statement.

 

 

 

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SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boca Raton, State of Florida, on this 24th day of March, 2009.

 

	AIRSPAN NETWORKS INC.
	By:	/s/ Eric D. Stonestrom
		Name:  Eric D. Stonestrom
		Title:    President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Eric D. Stonestrom		President, Chief Executive Officer and Director		March 24, 2009
Eric D. Stonestrom		(Principal Executive Officer)
/s/ David Brant		Senior Vice President and Chief Financial Officer		March 22, 2009
David Brant		(Principal Financial Officer and Principal Accounting Officer)
/s/  Matthew J. Desch		Chairman of the Board of Directors		March 24, 2009
Matthew J. Desch
/s/ Julianne M. Biagini		Director		March 24, 2009
Julianne M. Biagini
/s/ Bandel L. Carano		Director		March 24, 2009
Bandel L. Carano
/s/ Michael T. Flynn		Director		March 24, 2009
Michael T. Flynn
/s/ Frederick R. Fromm		Director		March 19, 2009
Frederick R. Fromm
/s/ Guillermo Heredia		Director		March 19, 2009
Guillermo Heredia
/s/ Thomas S. Huseby		Director		March 24, 2009
Thomas S. Huseby
/s/ David A. Twyver		Director		March 24, 2009
David A. Twyver

 

 

 

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