Post-effective Amendment to Registration Statement (pos Am)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 5 TO

Form S-1 Registration Statement No. 333-194860

UNDER

THE SECURITIES ACT OF 1933

 

PERNIX GROUP, INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE		1520		36-4025775
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
Incorporation or organization)		Classification Code Number)		Identification Number)

 

151 E. 22nd Street Lombard, Illinois 60148 [phone]		Patrick Gainer Chief Financial Officer 151 E. 22nd Street Lombard, Illinois 60148 [phone]
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

With Copies of Communications to:

 

David J. Kaufman, Esq.

Thompson Coburn LLP

55 East Monroe Street

37th Floor

Chicago, IL 60603

[phone]

 

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 (Check one):

 

Large Accelerated filer	o			Accelerated filer		o
Non-Accelerated filer	o	(Do not check if a smaller reporting company)		Smaller reporting company		x

 

 

 

 

 

 2

 

 

---

 

 

 

TABLE OF CONTENTS

 

INCORPORATION BY REFERENCE	4
SIGNATURES	5
EXHIBIT	6

 

 

3

 

 

---

 

 

 

INCORPORATION BY REFERENCE

 

This Post-Effective Amendment No. 5 (this “Post-Effective Amendment”) to the Registration Statement on Form S-1 (File No. 333-194860) is being filed pursuant to the undertaking of the Registration Statement to update and supplement information contained in the Registration Statement, as originally filed and declared effective by the Securities and Exchange Commission (the “SEC”) on May 12, 2014, to incorporate by reference the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2015, as filed with the SEC on May 8, 2015, its Quarterly Report on Form 10-Q for the three months ended June 30, 2015, as filed with the SEC on August 7, 2015, its Current Report on Form 8-K/A as filed with the SEC on September 11, 2015, its Current Report on Form 8-K as filed with the SEC on August 7, 2015, its Current Report on Form 8-K as filed with the SEC on July 7, 2015, its Current Report on Form 8-K as filed with the SEC on July 1, 2015, its two Current Reports on Form 8-K as filed with the SEC on June 16, 2015, its Current Report on Form 8-K as filed with the SEC on June 15, 2015, its Current Report on Form 8-K as filed with the SEC on June 10, 2015, and its Current Report on Form 8-K as filed with the SEC on May 8, 2015.

 

The information included updates and supplements this Registration Statement and the Prospectus contained herein.  No additional securities are being registered under this Post-Effective Amendment No. 5.  All applicable registration fees have been previously paid.

 

4

 

 

 

---

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lombard, State of Illinois, on the 17th day of September, 2015.

 

	PERNIX GROUP, INC.
	By:	/s/ Nidal Zayed
		Nidal Zayed
		President and Chief Executive Officer
	By:	/s/ Patrick J. Gainer
		Patrick J. Gainer
		Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities indicated on the 17th day of September, 2015.

 

/s/ Don Gunther*			Chairman of the Board of Directors
Don Gunther
/s/ Max Engler*			Director
Max Engler
/s/ C. Robert Campbell*			Director
C. Robert Campbell
/s/ Trudy Clark*			Director
Trudy Clark
/s/ Carl Smith*			Director
Carl Smith
/s/ Ibrahim Ibrahim*			Director
Ibrahim Ibrahim
/s/ Patrick J. Gainer			Chief Financial Officer
Patrick J Gainer
/s/ Nidal Z. Zayed			Director, President and Chief Executive Officer
Nidal Z. Zayed
* By /s/ Nidal Z. Zayed as attorney-in-fact.

 

5

 

 

 

---

 

Exhibits

 

Exhibit Number	Description
23.1	Consent of KPMG LLP, filed herewith.

6

 

 

 

Exhibit 23.1

Consent of Independent Auditors

The Board of Directors
Pernix Group, Inc.:

We consent to the incorporation by reference in the registration statement (No. 333-194860) on Form S-1 of Pernix Group, Inc. of our report dated September 11, 2015, with respect to the balance sheets of KBR Building Group, LLC as of December 31, 2014 and 2013, and the related statements of operations, stockholder’s equity and cash flows for each of the years in the two-year period ended December 31, 2014, which report appears in the Form 8-K/A of Pernix Group, Inc. dated September 11, 2015.

/s/ KPMG LLP

Houston, Texas
September 17, 2015