As filed with the Securities and Exchange Commission on February 17, 2006.
Registration No. 333-90887
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3/A
POST EFFECTIVE AMENDMENT NO. 2
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BENCHMARK ELECTRONICS, INC.
(Exact name of registrant as specified in its charter)
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Texas |
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74-2211011 |
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(State or other jurisdiction of |
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(I.R.S. Employer |
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incorporation or organization) |
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Identification No.) |
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3000
Technology Drive |
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Cary T.
Fu |
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(Address, including zip code, and telephone |
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(Address, including zip code, and telephone number, |
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number, including area code, of registrant’s |
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including area code, of registrant’s agent for service of |
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principal executive offices) |
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process) |
Copy to:
William J. Whelan, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019
Approximate date of commencement of proposed sale to 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. o
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. o
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. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
EXPLANATORY STATEMENT
On November 12, 1999, Benchmark Electronics, Inc. (the “Company”) filed a Registration Statement on Form S-3 (No. 333-90887) (the “Registration Statement”) relating to the registration of an aggregate 1,000,000 Common Shares (“Securities”). The selling shareholder obtained its shares of our common stock in connection with our acquisition of AVEX Electronics, Inc. and Kilbride Holdings B.V. on August 24, 1999. The Company’s obligation to keep the Registration Statement effective has expired. This Post-effective Amendment No. 2 to the Registration Statement is being filed to remove all unsold Securities registered under the Registration Statement as of the date of this filing.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Angleton, State of Texas, on February 16, 2006.
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BENCHMARK ELECTRONICS, INC. |
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By: |
/s/ CARY T. FU |
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Cary T. Fu |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the dates indicated.
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Position |
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Date |
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President and Chief |
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/s/ Cary T. Fu |
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Executive Officer |
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February 16, 2006 |
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Cary T. Fu |
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(principal executive officer) |
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/s/ Gayla J. Delly |
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Chief Financial Officer |
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February 16, 2006 |
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Gayla J. Delly |
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(principal financial |
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and accounting officer) |
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/s/ Donald E. Nigbor |
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Chairman of the Board |
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February 16, 2006 |
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Donald E. Nigbor |
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of Directors |
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/s/ Steven A. Barton |
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Director and Executive |
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February 16, 2006 |
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Steven A. Barton |
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Vice President |
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/s/ John W. Cox |
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Director |
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February 16, 2006 |
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John W. Cox |
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/s/ John C. Custer |
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Director |
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February 16, 2006 |
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John C. Custer |
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/s/ Peter G. Dorflinger |
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Director |
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February 16, 2006 |
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Peter G. Dorflinger |
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/s/ Laura W. Lang |
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Director |
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February 16, 2006 |
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Laura W. Lang |
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/s/ Bernee D.L. Strom |
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Director |
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February 16, 2006 |
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Bernee D.L. Strom |
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