POS AM: Post-effective amendment to a registration statement that is not immediately effective upon filing
Published on April 21, 2008
As
filed
with the Commission on April 21, 2008
Registration
No. 333-135437
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________
FORM
SB-2/A
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES
ACT OF 1933
Post-Effective
Amendment No. 3
THORIUM
POWER, LTD.
(Name
of small business issuer in its charter)
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Nevada
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1000
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91-1975651
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(State
or other jurisdiction of
incorporation
or organization)
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(Primary
Standard Industrial
Classification
Code Number)
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(I.R.S.
Employer
Identification
No.)
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Seth
Grae
8300
Greensboro Drive, Suite 800
McLean,
VA 22102
(703)
918-4904
(Address
and telephone number of principal executive offices)
__________________________________________________
Copies
to:
Louis
A. Bevilacqua, Esq.
Joseph
R. Tiano, Jr., Esq.
Thelen
Reid Brown Raysman & Steiner LLP
701
8th
Street, N.W.
Washington,
D.C. 20001
(202)
508-4000
(Names,
addresses and telephone numbers of agents for service)
__________________________________________________
Approximate
date of commencement of proposed sale to public:
From
time to time after the effective date of this Registration Statement, as
determined by market conditions and other factors.
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
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. þ
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 the same
offering. ¨
If
delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. ¨
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
DEREGISTRATION
OF SECURITIES
On
June
29, 2006, Thorium Power, Ltd. (the “Company”) filed a Registration Statement on
Form SB-2 (Registration No. 333-135437) (the “Registration Statement”) with
the United States Securities and Exchange Commission (the “Commission”), which
registered for resale 86,576,829 shares of the Company’s common stock, par value
$0.001 per share (the “Shares”). The Registration Statement was declared
effective on October 6, 2006. Thereafter, on May 30, 2007, the Company filed
a
post-effective amendment to the Registration Statement, which was declared
effective on October 3, 2007. The Company filed the Registration Statement
pursuant to the terms of a registration rights agreement that it entered into
with certain investors (the “Selling Stockholders”) in a private placement
transaction.
In
accordance with the undertaking contained in the Registration Statement pursuant
to Item 512 of Regulation S-B, the Company is filing this Post-Effective
Amendment No. 3 to the Registration Statement to deregister all of the
Shares previously registered that remain unsold under the Registration Statement
as of the date hereof. The Company is deregistering these Shares because the
Selling Stockholders are eligible to sell the Shares pursuant to Rule 144 of
the
Securities Act of 1933, as amended, without regard to volume limitations.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the City of McLean, State
of
Virginia, on the 21st day of April, 2008.
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THORIUM
POWER, LTD.
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By:
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/s/
Seth Grae
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Seth
Grae,
President
and Chief Executive Officer
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In
accordance with the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the date stated.
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By:
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/s/
Seth Grae
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Seth
Grae
President,
Chief Executive Officer and Director
(Principle
Executive Officer)
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By:
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/s/
Larry Goldman
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James
Guerra
Chief
Financial Officer
(Principle
Financial and Accounting Officer)
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By:
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/s/
Thomas Graham, Jr.
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Thomas
Graham, Jr.
Executive
Chairman and Director
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By:
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/s/
Victor E. Alessi
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Victor
E. Alessi
Director
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By:
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/s/
Jack D. Ladd
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Jack
D. Ladd
Director
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By:
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/s/
Daniel B. Magraw
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Daniel
B. Magraw
Director
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