As filed with the Securities and Exchange Commission on December 11, 2009
Registration No. 333-33768

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4

Avocent Corporation

(Exact name of registrant as specified in its charter)

Delaware		3577		91-2032368
(State or other jurisdiction of		(Primary Standard Industrial		(I.R.S. Employer
incorporation or organization)		Classification Code Number)		Identification Number)

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

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

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

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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.

þ o o o		Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting company) Smaller reporting company

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

		Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)		o
		Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)		o

 

 

DEREGISTRATION OF SHARES

     This Post-Effective Amendment No. 1 relates to the registration statement on Form S-4 (Registration No. 333-33768) previously filed by Aegean Sea Inc. on March 31, 2000 with the Securities and Exchange Commission, and as subsequently amended, pertaining to the registration of shares (the “Shares”) of Aegean Sea Common Stock, par value $0.001 per share (the “Common Stock”), in connection with the then-proposed merger of a wholly-owned subsidiary of Aegean Sea with and into Apex Inc. as described in the merger agreement dated as of March 8, 2000, among Apex, Aegean Sea and Cybex Computer Products Corporation (the “Registration Statement”). Subsequent to the merger, Aegean Sea changed its name to Avocent Corporation (“Avocent”).

     Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 5, 2009 among Emerson Electric Co. (“Emerson”), Globe Acquisition Corporation (“Globe”), a wholly owned subsidiary of Emerson, and Avocent Corporation, on October 15, 2009, Globe commenced a tender offer for all of the outstanding shares of Common Stock. The tender offer was consummated on December 11, 2009. Pursuant to the Merger Agreement, Globe will be merged with and into Avocent as soon as practicable after the consummation of the tender offer.

     Accordingly, Avocent has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Avocent hereby removes from registration all Shares registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.

SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly caused this Post-Effective Amendment No. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on the 11th day of December, 2009.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Michael J. Borman   Michael J. Borman		Chief Executive Officer and Director (Principal Executive Officer)		December 11, 2009
/s/ Edward H. Blankenship   Edward H. Blankenship		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		December 11, 2009
/s/ Robert P. Kerley   Robert P. Kerley		Vice President and Corporate Controller (Controller)		December 11, 2009
/s/ Harold D. Copperman   Harold D. Copperman		Director		December 11, 2009
/s/ Francis A. Dramis   Francis A. Dramis		Director		December 11, 2009
/s/ Edwin L. Harper   Edwin L. Harper		Chairman of the Board		December 11, 2009
/s/ William H. McAleer   William H. McAleer		Director		December 11, 2009
/s/ David P. Vieau   David P. Vieau		Director		December 11, 2009
/s/ Doyle C. Weeks   Doyle C. Weeks		Director		December 11, 2009