Post-effective Amendment to Registration Statement (pos Am)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 4 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]

 

 

 

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

 

 

 

 

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Table of Contents

 

TABLE OF CONTENTS

 

INCORPORATION BY REFERENCE	3
SIGNATURES	4
EXHIBITS

 

2

 

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Table of Contents

 

INCORPORATION BY REFERENCE

 

This Post-Effective Amendment No. 4 (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 Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on March 20, 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. 4.  All applicable registration fees have been previously paid.

 

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Table of Contents

 

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, in the city of Lombard, State of Illinois, on the 24th day of April, 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 24th day of April, 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.

 

4

 

 

 

 

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

Pernix Group, Inc.

Lombard, Illinois

 

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 4 to the Registration Statement on Form S-1 (No. 333-194860) of our report dated March 20, 2015, relating to the consolidated financial statements of Pernix Group, Inc., which is incorporated by reference in that Registration Statement.      

We also consent to the reference to us under the caption “Experts” in the Registration Statement.

 

/s/ BDO USA, LLP

 

Chicago, Illinois

April 24, 2015