Broadwind, Inc S-3/A, filed Oct 8, 2020
Broadwind, Inc. (BWEN)
As filed with the Securities and Exchange Commission on October 8, 2020
Registration No. 333-248107
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
BROADWIND, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
001-34278 |
88-0409160 |
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(State or Other Jurisdiction of |
(Commission File Number) |
(IRS Employer Identification No.) |
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Incorporation) |
3240 South Central Avenue
Cicero, Illinois 60804
Telephone: (708) 780-4800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eric B. Blashford
President, Chief Executive Officer
Jason L. Bonfigt
Vice President, Chief Financial Officer
Broadwind, Inc.
3240 South Central Avenue
Cicero, Illinois 60804
Telephone: (708) 780-4800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Michele C. Kloeppel
David J. Kaufman
Thompson Coburn LLP
One U.S. Bank Plaza
Saint Louis, Missouri 63101
Telephone: (314) 552-6000
Facsimile: (314) 552-7000
Approximate date of commencement of proposed sale to public: From time to time after the effective date of this registration statement.
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. ☒
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 this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☐ | Smaller reporting company ☒ |
| Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
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, as amended or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this “Amendment) to the Registration Statement on Form S-3 of Broadwind, Inc. (File No. 333-248107) initially filed on August 18, 2020 (the “Registration Statement”), is being filed as an exhibit-only filing to file an updated consent of RSM US LLP, filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
Part II
Information Not Required in Prospectus
Item 16. Exhibits.
The following exhibits are filed herewith or incorporated by reference as part of this registration statement:
Exhibit Index
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Exhibit Number |
Description |
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1.1 * |
Form of Underwriting Agreement |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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4.6 |
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4.7 |
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4.8 |
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4.9* |
Form of Certificate of Designation, including specimen certificate (relating to the preferred stock registered hereby) |
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4.10* |
Form of Warrant Agreement (including form of warrant certificate) |
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4.11* |
Form of Stock Purchase Contract (including form of stock purchase contracts and/or stock purchase units, if any) |
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5.1** |
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23.1 |
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23.2** |
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24.1** |
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* To the extent applicable, to be filed by an amendment or as an exhibit to a document filed under the Exchange Act and incorporated by reference herein. |
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** Previously filed |
Signatures
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cicero, State of Illinois on the eighth day of October, 2020.
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BROADWIND, INC. |
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By: |
/s/ Eric B. Blashford |
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Eric B. Blashford |
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Eric B. Blashford |
President, Chief Executive Officer, |
October 8, 2020 |
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Eric B. Blashford |
and Director |
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(Principal Executive Officer) |
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/s/ Jason L. Bonfigt |
Vice President and Chief Financial |
October 8, 2020 |
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Jason L. Bonfigt |
Officer |
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(Principal Financial Officer and |
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Principal Accounting Officer) |
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* |
Director and Chairman of the Board |
October 8, 2020 |
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Stephanie K. Kushner |
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* |
Director |
October 8, 2020 |
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David P. Reiland |
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* |
Director |
October 8, 2020 |
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Philip J. Christman |
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* |
Director |
October 8, 2020 |
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Terence P. Fox |
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* |
Director |
October 8, 2020 |
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Thomas A. Wagner |
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* |
Director |
October 8, 2020 |
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Cary B. Wood |
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| *By: /s/ Jason L. Bonfigt | ||
| Attorney in fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Amendment No. 1 to Registration Statement (No. 333-248107) on Form S-3 of Broadwind, Inc. of our report dated February 27, 2020, relating to the consolidated financial statements of Broadwind, Inc. (f/k/a Broadwind Energy, Inc.) appearing in the Annual Report on Form 10-K of Broadwind, Inc. (f/k/a Broadwind Energy, Inc.) for the year ended December 31, 2019.
We also consent to the reference to our firm under the heading "Experts" in the Registration Statement.
/s/ RSM US LLP
Chicago, Illinois
October 8, 2020