POS AM 1 tm2321288d3_posam.htm POS AM

 

As filed with the Securities and Exchange Commission on July 17, 2023

Registration Statement No. 333-267477

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Post-Effective Amendment No. 1 to Form S-1 Registration Statement No. 333-267477
UNDER
THE SECURITIES ACT OF 1933
 

 

 

QUALTEK SERVICES INC.
Additional Registrants Listed on Schedule A Hereto
(Exact name of registrant as specified in its charter)
 

 

 

 

Delaware
(State or other jurisdiction of incorporation
or organization)
1623
(Primary Standard Industrial
Classification Code Number)
83-3584928
(I.R.S. Employer
Identification Number)

 

4475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
(484) 804-4585
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Christopher S. Hisey
Chief Executive Officer
475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
(484) 804-4585

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

 

 

 

Copies to:

Timothy Cruickshank
Zoey Hitzert
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the registration statement.

 

 

 

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, check the following box:  

 

If this Form is filed to registered 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 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. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.  

 

Large accelerated filer   ¨   Accelerated filer  ¨ 
Non-accelerated filer x   Smaller reporting company x 
      Emerging growth company x 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

This post-effective amendment will become effective in accordance with the provisions of Section 8(c) of the Securities Act.

 

 

 

 

 

Schedule A

 

Exact Name of Additional Registrants  Jurisdiction of
Incorporation
or Formation
  Principal Executive Offices  Primary
Standard
Industrial
Classification
Code
Number
  I.R.S.
Employer
Identification
No.
QualTek LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  46-0777008
QualTek Wireline LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  46-1348019
QualSat, LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  36-4768660
AdvanTek Electrical Construction, LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  82-4076159
QualTek Wireless LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  82-2496529
Site Safe, LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  82-2667698
QualTek Recovery Logistics LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  83-2037301
QualTek Fulfillment LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  83-2527795
QualTek Renewables LLC  TX  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  05-0529922
QualTek Buyer, LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  83-0962442
QualTek MidCo, LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  30-0834354
QualTek Management, LLC  DE  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  32-0443933
NX Utilities ULC  BC  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  98-1437498
Concurrent Group LLC  FL  475 Sentry Parkway E, Suite 200
Blue Bell, PA 19422
  1623  82-1840870

 

 

 

EXPLANATORY NOTE: TERMINATION OF REGISTRATION STATEMENT AND DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment (the “Post-Effective Amendment”), filed by QualTek Services Inc., a Delaware corporation (the “Company”), and the additional registrants listed on Schedule A hereto (together with the Company, the “Registrants”), relates to the Registration Statement on Form S-1 (No. 333-267477), filed by the Registrants with the United States Securities and Exchange Commission (the “SEC”) on September 16, 2022, as amended by that certain Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on October 3, 2022 (as amended, the “Registration Statement”).

 

On July 14, 2023, the Company emerged from bankruptcy, pursuant to that certain Debtors’ Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (Technical Modifications), approved and confirmed by the United States Bankruptcy Court for the Southern District of Texas on June 30, 2023. As a result of the emergence, all offers and sales of the Company’s securities pursuant to the Registration Statement have been terminated.

 

In accordance with undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that were registered for issuance that remain unsold at the termination of the offering, the Registrants hereby remove from registration all of such securities of the Company registered but unsold under the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK SERVICES INC.
   
   
  By: /s/ Christopher S. Hisey
  Name: Christopher S. Hisey
  Title: Chief Executive Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK WIRELINE LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALSAT, LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  ADVANTEK ELECTRICAL CONSTRUCTION, LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK WIRELESS LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  SITE SAFE, LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK RECOVERY LOGISTICS LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK FULFILLMENT LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK RENEWABLES LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK BUYER, LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  NX UTILITIES ULC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK MIDCO, LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  QUALTEK MANAGEMENT, LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blue Bell, Commonwealth of Pennsylvania, on July 17, 2023.

 

  CONCURRENT GROUP LLC
   
   
  By: /s/ Matthew J. McColgan
  Name: Matthew J. McColgan
  Title: Chief Financial Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.