0001341004-17-000773.txt : 20171218 0001341004-17-000773.hdr.sgml : 20171218 20171218164754 ACCESSION NUMBER: 0001341004-17-000773 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20171218 DATE AS OF CHANGE: 20171218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNEDISON, INC. CENTRAL INDEX KEY: 0000945436 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 561505767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-191053 FILM NUMBER: 171261935 BUSINESS ADDRESS: STREET 1: 13736 RIVERPORT DRIVE STREET 2: SUITE 180 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 BUSINESS PHONE: 6364745000 MAIL ADDRESS: STREET 1: 13736 RIVERPORT DRIVE STREET 2: SUITE 180 CITY: MARYLAND HEIGHTS STATE: MO ZIP: 63043 FORMER COMPANY: FORMER CONFORMED NAME: MEMC ELECTRONIC MATERIALS INC DATE OF NAME CHANGE: 19950518 POS AM 1 posam_2.htm POS AM FOR SUN EDISON INC.
As filed with the Securities and Exchange Commission on December 18, 2017
Registration No. 333-191053



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

SunEdison, Inc.
(Exact name of registrant as specified in its charter)


 
     
Delaware
 
56-1505767
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)

Two CityPlace Drive, Suite 200
St. Louis, Missouri 63141
Phone: (314) 770-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)



Martin H. Truong, Esq.
Senior Vice President, General Counsel and Secretary
SunEdison, Inc.
Two CityPlace Drive, Suite 200
St. Louis, Missouri 63141
Phone: (314) 770-7300
(Name. address, including zip code, and telephone number, including area code, of agent for service)


Copies of all communications, including communications sent to agent for service, should be sent to

Eric J. Ivester
Andrea L. Nicolas
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036-6522
(212) 735-3000

Not applicable. Removal from registration securities that were not sold pursuant to this registration statement.
(Approximate date of commencement of proposed sale to the public)


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 being offered only in connection with dividend or interest reinvestment plans, 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 of 1933, 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.
 
             
Large accelerated filer
 
☐
  
Accelerated filer
 
☐
       
Non-accelerated filer
 
☒  (Do not check if a smaller reporting company)
  
Smaller reporting company
 
☐







DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (Registration No. 333-191053) (the “Registration Statement”), originally filed by SunEdison, Inc., a Delaware corporaiton (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on September 9, 2013, as amended by Amendment No. 1, filed with the SEC on February 12, 2016.
On April 21, 2016, the Company and certain of its direct and indirect subsidiaries (collectively with the Company, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors’ chapter 11 cases are being jointly administered and are captioned In re SunEdison, Inc., et al., Case No. 16-10992 (the “Chapter 11 Cases”).
As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of each offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any, as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities and the Company hereby terminates the effectiveness of the Registration Statement.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”), 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. 2 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, state of Missouri on December 18, 2017. No other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statements on Form S-3 in reliance upon Rule 478 under the Act.
 
 
       
 
 
SUNEDISON, INC.
Date:
December 18, 2017
By:
/s/ Martin H. Truong
 
 
 
Name: Martin H. Truong
Title: Senior Vice President, General Counsel and Corporate Secretary