As Filed with the Securities and Exchange Commission on
March 24, 2009
Registration
No. 333-143667
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
AIRSPAN
NETWORKS INC.
(Exact
name of registrant as specified in its charter)
Washington
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75-2743995
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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777
Yamato Road
Suite
310
Boca
Raton, FL 33431
(561)
893-8670
(Address,
including zip code, and telephone number, including area code, of registrant’s
principal executive offices)
David
Brant
Chief
Financial Officer
777
Yamato Road
Suite
310
Boca
Raton, FL 33431
(561)
893-8670
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
___________________
Copy
to:
Ted
Farris, Esq.
Dorsey
& Whitney LLP
250
Park Avenue
New
York, NY 10177
(212)
415-9200
___________________
Approximate date of commencement of
proposed sale to the public:
Not applicable
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 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, 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. (Check
one):
Large
accelerated filer
o
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Accelerated
filer
o
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Non-accelerated
filer
o
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Smaller
reporting company
x
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(Do
not check if a
smaller
reporting company)
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DEREGISTRATION
OF SECURITIES
On June 11, 2007, Airspan Networks
Inc., a Washington corporation (the “Company”), filed a Registration Statement
on Form S-3 with the Securities and Exchange Commission (Registration No.
333-143667) (the “Registration Statement”) to register the sale of up to
$50,000,000 of the Company’s common stock, convertible preferred stock and/or
warrants (collectively, the “Securities”). The purpose of this
Post-Effective Amendment No. 1 to Form S-3 Registration Statement is to withdraw
and remove from registration the $15,500,000 of unissued and unsold Securities
previously registered under the Registration Statement.
The Registration Statement is hereby
amended to deregister all of the unissued and unsold Securities under the
Registration Statement. As a result of this deregistration, no
securities remain registered for sale pursuant to the Registration
Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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. 1 to
Registration Statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boca Raton, State of
Florida, on this 24th day of March, 2009.
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AIRSPAN
NETWORKS INC.
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By:
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/s/ Eric
D. Stonestrom
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Name: Eric
D. Stonestrom
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Title: President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to Registration Statement on Form S-3 has been signed by the following
persons in the capacities and on the dates indicated.