As filed with the Securities and Exchange Commission on February 22, 2001
Registration No. 333-51756
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHARLES & COLVARD, LTD.
(Exact name of registrant as specified in its charter)
North Carolina 3915 56-0308470
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or organization) Classification Code No.) Identification No.)
3800 Gateway Boulevard, Suite 310
Morrisville, N.C. 27560
(919) 468-0399
(Address and telephone number of Registrant's principal executive offices)
Mr. Robert S. Thomas
President and
Chief Executive Officer
Charles & Colvard, Ltd.
3800 Gateway Boulevard, Suite 310
Morrisville, N.C. 27560
(919) 468-0399
(Name, address and telephone number of agent for service)
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Copies To:
Cyrus M. Johnson, Esq.
Kenneth N. Shelton, Esq.
Womble Carlyle Sandridge & Rice, PLLC
3300 One First Union Center
301 South College Street
Charlotte, North Carolina 28202
(704) 331-4900
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or investment 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, 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 box and list the Securities Act registration
statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]
This Registration Statement shall hereafter become effective in
accordance with Section 8(c) of the Securities Act of 1933.
DEREGISTRATION OF SECURITIES
On January 12, 2001, the registration statement on Form S-3 (File No.
333-51756) (the "Registration Statement") of Charles & Colvard, Ltd. (the
"Company") covering an aggregate of 8,397,313 shares of common stock, no par
value per share ("Common Stock"), of the Company to be sold pursuant to a rights
offering (the "Rights Offering"), was declared effective by the Securities and
Exchange Commission.
The Rights Offering of the shares of Common Stock, covered by the
Registration Statement, expired on February 16, 2001 (the "Expiration Date") and
subscriptions were accepted on February 21, 2001. Accordingly, the Company
hereby files this Post-Effective Amendment No. 1 to the Registration Statement
to deregister a total of 2,150,578 shares, originally registered by the
Registration Statement, which were not sold pursuant to the Rights Offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Post-Effective Amendment No. 1 to the Form
S-3 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Morrisville, State of North Carolina
on the 22nd day of February, 2001.
Charles & Colvard, Ltd.
By: /s/Robert S. Thomas
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Robert S. Thomas,
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Form S-3 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Robert S. Thomas Director, President and Chief Executive Officer February 22, 2001
- --------------------------- (Principal Executive Officer)
Robert S. Thomas
/s/ Mark W. Hahn Chief Financial Officer, Secretary and Treasurer February 22, 2001
- --------------------------- (Principal Financial and Accounting Officer)
Mark W. Hahn
/s/ Richard G. Hartigan* Director February 22, 2001
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Richard G. Hartigan
/s/ Kurt Nassau* Director February 22, 2001
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Kurt Nassau
/s/ Frederick A. Russ* Chairman of the Board of Directors February 22, 2001
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Frederick A. Russ
/s/ Barbara Kotlikoff* Director February 22, 2001
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Barbara Kotlikoff
/s/ Cecil D. Raynor* Director February 22, 2001
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Cecil D. Raynor
/s/ Ollin B. Sykes* Director February 22, 2001
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Ollin B. Sykes
/s/ Walter O'Brien* Director February 22, 2001
- ---------------------------
Walter O'Brien
*By: /s/ Robert S. Thomas
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Robert S. Thomas
Attorney-in-Fact