As filed with the Securities and Exchange Commission on June 25, 2009
Registration No. 333-81554
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under The Securities Act Of 1933
DATATRAK International, Inc.
(Exact name of Registrant as Specified in its Charter)
Ohio
(State or Other Jurisdiction of Incorporation or Organization)
34-1685364
(I.R.S. Employer Identification No.)
6150 Parkland Boulevard
Mayfield Heights, Ohio 44124
(440) 443-0082
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
|
|
|
|
|
Copy To: |
Laurence P. Birch
Interim President and Interim Chief Executive Officer
DATATRAK International, Inc.
6150 Parkland Boulevard
Mayfield Heights, Ohio 44124
(440) 443-0082
|
|
Arthur C. Hall III, Esq.
Calfee, Halter & Griswold LLP
1400 KeyBank Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
(216) 622-8200 |
(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 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 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. o
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. 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.
Large Accelerated filer o |
Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company þ |
TABLE OF CONTENTS
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (the Post-Effective Amendment) relates to the
Registration Statement on Form S-3, Registration No. 333-81554, filed by DATATRAK International,
Inc. (the Registrant) on January 29, 2002, which was amended on March 28, 2002 and April 16, 2002
(the Registration Statement).
In accordance with the Registrants undertaking in Part II, Item 17(a)(3) of the Registration
Statement, by means of this Post-Effective Amendment, the Registrant is deregistering all
securities registered under the Registration Statement which remain unsold as of the date of this
Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cleveland, State
of Ohio, on this 25th day of June, 2009.
|
|
|
|
|
|
DATATRAK INTERNATIONAL, INC.
|
|
|
By: |
/s/ Laurence P. Birch
|
|
|
|
Laurence P. Birch |
|
|
|
Interim President and Interim Chief Executive
Officer |
|
|
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement on Form S-3 has been signed below by the following persons in the
capacities indicated on this 25th day of June, 2009.
|
|
|
Signature |
|
Title |
|
|
|
/s/ Laurence P. Birch
Laurence P. Birch
|
|
Interim President and Interim Chief Executive Officer and Director (Principal Executive Officer) |
|
|
|
/s/ Raymond J. Merk
Raymond J. Merk
|
|
Vice President of Finance, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
|
|
|
/s/ Timothy G. Biro
Timothy G. Biro
|
|
Director |
|
|
|
/s/ Seth B. Harris
Seth B. Harris
|
|
Director |
|
|
|
/s/ Jerome H. Kaiser
Jerome H. Kaiser
|
|
Director |
|
|
|
/s/ Robert M. Stote
Robert M. Stote
|
|
Director |