As filed with the Securities and Exchange Commission on March 13, 2006
Registration No. 333-333-53575
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO THE
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROFILE TECHOLOGIES, INC.
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(Name of Small Business Issuer in Its Charter)
Delaware 91-1418002
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
2 Park Avenue, Suite 201
Manhasset, NY 11030
(516) 365-1909
(Address and Telephone Number of Principal Executive Offices)
(Address of Principal Place of Business or Intended
Principal Place of Business)
HENRY GEMINO
PRESIDENT & CHIEF EXECUTIVE OFFICER
2 Park Avenue, Suite 201
Manhasset, NY 11030
(516) 365-1909
(Name, Address and Telephone Number of Agent for Service)
Copy to:
PATRICIA NEUMAN, ESQ.
MCGUIREWOODS LLP
50 NORTH LAURA STREET
SUITE 3300
JACKSONVILLE, FLORIDA 32202
(904) 798-2627
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.
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DEREGISTRATION OF SECURITIES
Profile Technologies, Inc. (the "Registrant") filed with the Securities and
Exchange Commission a registration statement on Form S-3 (File No. 333-53575),
as amended (the "Registration Statement"), to register for resale by the selling
securityholders named therein, 355,000 shares of the Company's common stock,
$.001 par value per share (the "Common Stock"), issuable on exercise of warrants
(the "Warrants"). The offering contemplated by the Registration Statement has
terminated.
In accordance with the undertaking contained in Item 17 of the Registration
Statement, the Registrant files this post-effective amendment to remove from
registration under the Registration Statement all of the securites which remain
unsold as of the date hereof.
Accordingly, the Registrant files this Post-Effective Amendment No. 2 to the
Registration Statement to deregister all shares of Common Stock issuable on
exercise of the Warrants which remain unsold as of the date hereof.
SIGNATURES
In accordance with 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 of filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of New York,
State of New York on February 27, 2006.
Profile Technologies, Inc.
By: /s/ Henry Gemino
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Name: Henry Gemino
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-3 Registration Statement was signed
by the following persons in the capacities and on the dates stated:
Signature Title Date
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Chief Executive Officer
/s/ Henry Gemino Chief Financial Officer
----------------- Director February 28, 2006
Henry Gemino
/s/ Murphy Evans President
---------------- Director February 27, 2006
Murphy Evans
/s/ Charles Christenson
----------------------- Director March 10, 2006
Charles Christenson
/s/ William A. Krivsky
---------------------- Director March 9, 2006
William A. Krivsky