As filed with the Securities and
Exchange Commission on March 24,
2010
Registration
No. 333-156450
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 2 to
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ClearPoint
Business Resources, Inc.
(Exact
name of registrant as specified in its charter)
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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 Number)
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1600
Manor Drive, Suite 110
Chalfont,
Pennsylvania 18914
(215)
997-7710
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
———————
Michael
D. Traina
Chief
Executive Officer
ClearPoint
Business Resources, Inc.
1600
Manor Drive, Suite 110
Chalfont,
Pennsylvania 18914
(215)
997-7710
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
with
a copy to:
Alan
L. Zeiger, Esquire
Alan
H. Lieblich, Esquire
Yelena
M. Barychev, Esquire
Blank
Rome LLP
One
Logan Square
Philadelphia,
Pennsylvania 19103-6998
Telephone: (215)
569-5500
Facsimile: (215)
569-5555
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Approximate date of commencement of
proposed sale to the public: not applicable.
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, 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 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 for the same
offering. o
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):
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Large accelerated
filer o |
Accelerated
filer o |
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Non-accelerated
filer o |
Smaller reporting
company x |
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(Do not check
if a smaller reporting company)
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THIS
POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(c) OF THE SECURITIES ACT OF 1933, AS AMENDED, MAY
DETERMINE.
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 2 to Registration Statement No. 333-156450 on Form
S-1 filed with the Securities and Exchange Commission (“SEC”) on December 24,
2008 and declared effective by the SEC on December 31, 2008, as amended by the
Post-Effective Amendment No. 1 filed with the SEC on September 24, 2009 and
declared effective by the SEC on October 1, 2009, and supplemented from time to
time (the “Registration Statement”), is being filed for the purpose of
deregistering under the Securities Act of 1933, as amended, 3,710,825 shares of
common stock of ClearPoint Business Resources, Inc. (the “Company”) that remain
unsold under the Registration Statement. In connection with certain
financing transactions, the Company issued warrants (the “Warrants”) to
purchase, in the aggregate, 3,710,825 shares of the Company’s common
stock. The Registration Statement registered up to 3,710,825 shares
of common stock issuable upon the exercise of the Warrants for resale by the
holders of the Warrants.
The
Company intends to deregister its common stock under Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and suspend
its reporting obligations under Section 15(d) of the Exchange Act through the
filing of a Form 15 with the SEC. In connection with such actions,
the Company terminates the offering contemplated by the Registration
Statement. Accordingly, pursuant to an undertaking made in the
Registration Statement, the Company files this Post-Effective Amendment No. 2 to
the Registration Statement to deregister 3,710,825 shares of common stock that
remain unsold under the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chalfont, Commonwealth of
Pennsylvania, on March 24, 2010.
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CLEARPOINT
BUSINESS RESOURCES, INC.
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By:
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/s/ Michael
D. Traina |
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Name:
Michael D. Traina |
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Title:
Chief Executive Officer |
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and as of the date
indicated.
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Signature
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Title
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Date
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/s/ Michael D.
Traina
Michael
D. Traina
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Chairman
and Chief Executive Officer
(principal
executive officer)
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March
24, 2010
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/s/ John G.
Phillips
John
G. Phillips
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Chief
Financial Officer (principal financial officer and
principal
accounting officer)
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March
24, 2010
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/s/ Gary E.
Jaggard
Gary
E. Jaggard
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Director
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March
24, 2010
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