AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 21, 2006
REGISTRATION NO. 333-127048
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-4 AND FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Exact name of registrant as specified, and name of small business issuer, in
its charter)
MICHIGAN 3845 38-3317208
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
TELEPHONE: (248) 960-9009
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
---------------------
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
(Address of principal place of business or intended principal place of business)
---------------------
ROBERT L. CHIOINI
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROCKWELL MEDICAL TECHNOLOGIES, INC.
30142 WIXOM ROAD
WIXOM, MICHIGAN 48393
TELEPHONE: (248) 960-9009
(Name, address, including zip code, and telephone number, including area code,
of registrant's agent for service)
---------------------
COPY TO:
JOHN P. KANAN, ESQ.
HONIGMAN MILLER SCHWARTZ AND COHN LLP
2290 FIRST NATIONAL BUILDING
DETROIT, MICHIGAN 48226-3506
TELEPHONE: (313) 465-7438
TELECOPIER: (313) 465-7439
---------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement is declared effective.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
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 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PRICE PER UNIT OFFERING PRICE FEE
---------------------------------------------------------------------------------------------------------------------------------
Warrants..................................... 3,270,303(2)
---------------------------------------------------------------------------------------------------------------------------------
Common Shares issuable upon exercise of
Warrants................................... 2,401,021(3) $3.50(4) $12,687,500 $1,493.32
---------------------------------------------------------------------------------------------------------------------------------
Total Registration Fee....................... $1,493.32(5)
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, there are also being registered such indeterminate
number of additional shares as may become issuable pursuant to the
anti-dilution provisions of the Warrants.
(2) Reflects the de-registration of 354,697 Warrants expiring January 26, 2006
with an exercise price of $3.90 that were not issued prior to the
expiration on November 28, 2005 of the issuer tender offer with respect
thereto.
(3) Reflects the de-registration of 1,223,979 shares issuable upon exercise of
Warrants expiring January 26, 2006 with an exercise price of $3.90 that
expired unexercised or that were not issued prior to the expiration on
November 28, 2005 of the issuer tender offer with respect thereto.
(4) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(g), based on the value of the warrants expiring January 26, 2006
with an exercise price of $3.90 computed in accordance with Rule 457(f)(1)
and Rule 457(c), based on the average of the high and low sales prices of
the Warrants expiring January 26, 2006 with an exercise price of $4.50, as
quoted on The Nasdaq SmallCap Market, and the value of the common shares
based on the average of the high and low sales prices of the common shares,
as quoted on The Nasdaq SmallCap Market, on July 26, 2005.
(5) Paid with original filing.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
The purpose of this Post-Effective Amendment No. 1 to Form S-4 and Form SB-2
registration statement is to de-register (a) 354,697 Warrants originally
registered pursuant to this registration statement and expiring January 26, 2006
with an exercise price of $3.90 that were not issued prior to the expiration on
November 28, 2005 of the issuer tender offer with respect thereto, and (b)
1,223,979 shares originally registered pursuant to this registration statement
and issuable upon exercise of Warrants expiring January 26, 2006 with an
exercise price of $3.90 that expired unexercised or that were not issued prior
to the expiration on November 28, 2005 of the issuer tender offer with respect
thereto.
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this post-effective
amendment no. 1 to the registration statement to be signed on its behalf by the
undersigned, in the City of Wixom, State of Michigan, on February 21, 2006.
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this post-effective amendment no. 1 to the registration statement on Form
S-4 to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Wixom, State of Michigan, on February 21, 2006.
ROCKWELL MEDICAL TECHNOLOGIES, INC.
(Registrant)
By: /s/ ROBERT L. CHIOINI
-------------------------------------
Robert L. Chioini
President and Chief Executive Officer
In accordance with 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 stated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT L. CHIOINI President, Chief Executive Officer and February 21, 2006
------------------------------------------------ Director (Principal Executive Officer)
Robert L. Chioini
/s/ THOMAS E. KLEMA Vice President of Finance, February 21, 2006
------------------------------------------------ Chief Financial Officer, Treasurer and
Thomas E. Klema Secretary
(Principal Financial Officer and
Principal Accounting Officer)
* Director February 21, 2006
------------------------------------------------
Kenneth L. Holt
* Director February 21, 2006
------------------------------------------------
Ronald D. Boyd
* Director February 21, 2006
------------------------------------------------
Patrick J. Bagley
*By: /s/ THOMAS E. KLEMA February 21, 2006
------------------------------------------
Thomas E. Klema, Attorney-in-Fact
II-4