As filed with the Securities and Exchange Commission on July 26, 2006
Registration No. 333-130553
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------------------------
POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------
ACCESS INTEGRATED TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
----------------------------------
DELAWARE 7389 22-3720962
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
55 Madison Avenue, Suite 300
Morristown, NJ 07960
(973) 290-0080
(Address, including zip code, and telephone
number, including area code, of
registrant's principal executive
offices)
----------------------------------
A. DALE MAYO
Chief Executive Officer and President
Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960
(973) 290-0080
(Name, address, including zip code and telephone number,
including area code, of agent for service)
WITH A COPY TO:
JONATHAN K. COOPERMAN, ESQ.
Kelley Drye & Warren LLP
101 Park Avenue
New York, New York 10178
(212) 808-7800
-------------------------------------------------
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. [X]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
-------------------------------------------------
DEREGISTRATION OF SECURITIES
Access Integrated Technologies, Inc. (the "Registrant") is filing this
post-effective amendment to deregister securities registered for issuance on
Registration Statement on Form S-3, No. 333-130553 (the "Registration
Statement"). The Registration Statement registered $75,000,000 of securities of
the Registrant. All securities which remain unsold under the Registration
Statement are hereby deregistered. As a result of this deregistration, no
securities remain registered for sale pursuant to the Registration Statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The exhibits listed in the following table have been filed as part
of this registration statement.
Exhibit
NUMBER DESCRIPTION OF DOCUMENT
1.1 Underwriting Agreement (previously filed).
5.1 Opinion of Kelley Drye & Warren LLP (previously filed).
23.1 Consent of Kelley Drye & Warren LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP (previously filed).
23.3 Consent of Eisner LLP (previously filed).
24.1 Powers of Attorney (included on signature page of Registration
Statement on Form S-3).
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 for the sale of securities
and authorized this amendment to the Form S-3 registration statement to be
signed on its behalf by the undersigned, in the City of Morristown, State of New
Jersey, on the 26th day of July, 2006.
ACCESS INTEGRATED TECHNOLOGIES, INC.
By: /s/ Gary S. Loffredo
---------------------------------
Gary S. Loffredo
Senior Vice President - Business
Affairs, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
* President, Chief Executive Officer July 26, 2006
--------------------------- and Chairman of the Board of
A. Dale Mayo Directors (Principal Executive
Officer)
* Senior Vice President - Data Center July 26, 2006
--------------------------- Operations and Director
Kevin J. Farrell
* Senior Vice President - Business July 26, 2006
--------------------------- Development and Director
Brett E. Marks
/s/ Gary S. Loffredo Senior Vice President - Business July 26, 2006
--------------------------- Affairs, General Counsel,
Gary S. Loffredo Secretary and Director
* Senior Vice President - Accounting July 26, 2006
--------------------------- and Finance (Principal Financial
Brian D. Pflug and Accounting Officer)
* Director July 26, 2006
---------------------------
Robert Davidoff
* Director July 26, 2006
---------------------------
Wayne L. Clevenger
* Director July 26, 2006
---------------------------
Matthew W. Finlay
* Director July 26, 2006
---------------------------
Gerald C. Crotty
Director July __, 2006
---------------------------
Robert E. Mulholland
* By /s/ Gary S. Loffredo
-----------------------
Gary S. Loffredo, as
Attorney-in-Fact