As filed with the Securities and Exchange Commission on November 1, 2004
Registration No. 333-100199
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3 TO FORM S-3
ON FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
BEARINGPOINT, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 54161 | 22-3680505 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1676 International Drive
McLean, VA 22102
(703) 747-3000
(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)
David W. Black, Esq.
Executive Vice President, General Counsel and Secretary
1676 International Drive
McLean, VA 22102
(703) 747-3000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard A. Steinwurtzel, Esq.
Vasiliki B. Tsaganos, Esq.
Fried, Frank, Harris, Shriver & Jacobson LLP
1001 Pennsylvania Avenue, N.W., Suite 800
Washington, D.C. 20004-2505
(202) 639-7000
On September 30, 2002, BearingPoint, Inc. (the “Company”) filed a Registration Statement on Form S-3, Registration Statement No. 333-100199, as amended by Amendment No. 1 to Form S-3 filed on October 17, 2002, Post-Effective Amendment No. 1 to Form S-3 on Form S-1 filed on May 4, 2004 and Post-Effective Amendment No. 2 to Form S-3 on Form S-1 filed on June 8, 2004 (as amended, the “Registration Statement”) pertaining to 16,501,650 shares of its common stock, par value $.01 per share, held by a selling stockholder for resale by such stockholder. Pursuant to an undertaking made in Item 17 of the Registration Statement, the Company hereby removes from registration all of the shares of its common stock registered pursuant to the Registration Statement that have not been sold as of the time of filing of this Post-Effective Amendment No. 3.
| Item 16(a). | Exhibits |
| Exhibit No. |
Description | |
| 24.1 | Power of Attorney |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 3 to Form S-3 on Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of McLean, Commonwealth of Virginia, on November 1, 2004.
| BEARINGPOINT, INC. | ||
| By: | /s/ Randolph C. Blazer | |
| Randolph C. Blazer Chairman of the Board, Chief Executive Officer and President | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on November 1, 2004 in the capacities indicated below.
| Signature |
Title | |
| /s/ Randolph C. Blazer Randolph C. Blazer |
Chairman of the Board, Chief Executive Officer and President (Principal Executive Officer) | |
| /s/ Robert S. Falcone Robert S. Falcone |
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
| * Douglas C. Allred |
Director | |
Betsy J. Bernard |
Director | |
| * Wolfgang Kemna |
Director | |
Albert L. Lord |
Director | |
| * Roderick C. McGeary |
Director | |
| * Alice M. Rivlin |
Director | |
J. Terry Strange |
Director | |
| *By: | /s/ David W. Black | |
| David W. Black | ||
| as Attorney-in-Fact | ||
Exhibit Index
| Exhibit No. |
Description | |
| 24.1 | Power of Attorney |