BPI Energy Holdings, Inc. POS AM
As filed with the Securities and Exchange Commission on
January 3, 2007
Registration
No. 333-125483
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 3
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BPI ENERGY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada |
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1311 |
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75-3183021 |
(State or other jurisdiction of |
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(Primary standard industrial |
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(I.R.S. employer |
incorporation or organization) |
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classification code number) |
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identification number) |
30775 Bainbridge Road, Suite 280
Solon, Ohio 44139
(440) 248-4200
(Address, including zip code, and telephone number,
including area code, of registrants principal executive
offices)
James G. Azlein
President and Chief Executive Officer
30775 Bainbridge Road, Suite 280
Solon, Ohio 44139
(440) 248-4200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Derek D. Bork
Thompson Hine LLP
127 Public Square, Suite 3900
Cleveland, Ohio 44114
(216) 566-5500
TERMINATION OF OFFERING AND REMOVAL OF SECURITIES FROM REGISTRATION
On June 3, 2005, BPI Energy Holdings, Inc. (BPI) filed Registration Statement No. 333-125483
on Form S-1, as amended from time to time thereafter (the Registration Statement),
to register 16,595,200 shares of common stock, without par value, beneficially owned by or
issuable to the shareholders named therein (the Selling Shareholders).
BPI filed the Registration Statement pursuant to the Registration Rights Agreement,
dated as of December 30, 2004 and as amended as of April 20, 2005
(the Registration Rights Agreement), by and between BPI and Sanders Morris Harris
Inc., individually and as agent and attorney-in-fact for the purchasers listed on Exhibit
A thereto. Under the terms of the Registration Rights Agreement, BPIs obligation to
keep the Registration Statement effective terminated as of December 30, 2006.
BPI hereby terminates the Registration Statement and, pursuant to the undertakings
set forth in Item 17 of Part II of the Registration Statement, hereby removes from
registration all shares of common stock that have not been sold by the Selling Shareholders
pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused
this post-effective amendment to registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Solon, Ohio,
on January 3, 2007.
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BPI Energy Holdings, Inc.
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Date:
January 3, 2007
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By:
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/s/ James G. Azlein
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James G. Azlein,
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment
to registration statement has been signed by the following persons in the capacities and on the
date indicated.
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Signature |
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Title |
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/s/ James G. Azlein
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President, Chief Executive Officer and Director |
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James G. Azlein |
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/s/ Randy Elkins
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Controller and Acting Chief
Financial Officer |
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Randy Elkins |
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(Principal Financial and Accounting
Officer) |
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/s/ Dennis Carlton
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Director |
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Dennis Carlton |
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/s/ William J. Centa
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Director |
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William J. Centa |
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/s/ David E. Preng
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Director |
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David E. Preng |
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/s/ Costa Vrisakis
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Director |
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Costa Vrisakis |
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