As filed with the Securities and Exchange Commission on April 15, 2019

 

Registration No. 333-189500

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

ON

FORM S-1

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

REAL GOODS SOLAR, INC.

(Exact name of registrant as specified in its charter)

 

Colorado   3620   26-1851813

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

  (I.R.S. Employer
Identification Number)

 

110 16th Street, 3rd Floor

Denver, Colorado 80202
(303) 222-8300

 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Alan Fine

Real Goods Solar, Inc.

110 16th Street, 3rd Floor

Denver, Colorado 80202
(303) 222-8300

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Rikard Lundberg, Esq.
Brownstein Hyatt Farber Schreck, LLP
410 Seventeenth Street, Suite 2200
Denver, Colorado 80202
(303) 223-1100

 

Approximate date of commencement of proposed sale to the public: Not Applicable.

 

If any of the securities being registered on this form are being 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 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.. ¨

 

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” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
  Emerging growth company ¨

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

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DEREGISTRATION OF UNSOLD SECURITIES

 

On June 3, 2013, Real Goods Solar, Inc. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3, Registration No. 333-189500 (the “Registration Statement”), to register the resale by the selling shareholders identified therein of up to 5,050,462 shares of the Company’s Class A Common Stock.

 

In accordance with an undertaking in Item 17 under Part II of the Registration Statement to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities registered under the Registration Statement that remain unsold.

 

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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 Denver, State of Colorado, on April 15, 2019.

 

  Real Goods Solar, Inc.
   
  /s/ Dennis Lacey
  By:  Dennis Lacey
  Chief Executive Officer and Director
  (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

 Signature   Title   Date
         

/s/ Ian Bowles 

  Ian Bowles, Chairman of the Company’s Board of Directors   April 15, 2019
         

/s/ Dennis Lacey 

 

Dennis Lacey, Chief Executive Officer and Director

(Principal Executive Officer)

  April 15, 2019
         

/s/ Alan Fine 

  Alan Fine, Chief Financial Officer and Treasurer   April 15, 2019
         

/s/ Nicolle Dorsey 

  Nicolle Dorsey, Principal Accounting Officer and Controller   April 15, 2019
         

/s/ Pavel Bouska 

  Pavel Bouska, Director   April 15, 2019
         

/s/ Robert L. Scott 

  Robert L. Scott, Director    April 15, 2019

 

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