As filed with the Securities and Exchange Commission on April 19, 2005
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ALIGN TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 94-3267295 | |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
881 Martin Avenue
Santa Clara, CA 95050
(Address of Principal Executive Offices)
Eldon M. Bullington
Chief Financial Officer
Align Technology, Inc.
881 Martin Avenue
Santa Clara, CA 95050
(408) 470-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Chris Fennell, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (650) 493-9300 |
Roger E. George General Counsel Align Technology, Inc. 881 Martin Avenue Santa Clara, CA 95050 (408) 470-1000 |
APPROXIMATE DATE OF COMMENDMENT OF PROPOSED SALE TO THE PUBLIC: Not applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box o
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 o
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 for the same offering. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
The Registration Statement on Form S-3 (Registration No.333-109800) (the "Registration Statement") of Align Technology, Inc. ("Align"), pertaining to the registration of 9,578,943 shares of Align's common stock, to which this Post-Effective Amendment No. 1 relates, was initially filed with the Securities and Exchange Commission on October 17, 2003.
This Post-Effective Registration Statement No. 1 is being filed to deregister those shares that remain unsold under the Registration Statement as of the date hereof because Align's obligation to keep the Registration Statement effective has expired. By filing this Post-Effective Amendment No. 1, Align hereby deregisters any such unsold shares and the Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 19th day of April, 2005.
| ALIGN TECHNOLOGY, INC. | |||
By: |
/s/ ELDON M. BULLINGTON Eldon M. Bullington Chief Financial Officer (Principal Accounting Officer) |
||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities and on this 19th day of April, 2005.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| /s/ THOMAS M. PRESCOTT Thomas M. Prescott |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | April 19, 2005 | ||
/s/ ELDON M. BULLINGTON Eldon M. Bullington |
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
April 19, 2005 |
||
* H. Kent Bowen |
Director |
April 19, 2005 |
||
* David E. Collins |
Director |
April 19, 2005 |
||
* Brian Dovey |
Director |
April 19, 2005 |
||
* Joseph Lacob |
Director |
April 19, 2005 |
||
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* Greg Santora |
Director |
April 19, 2005 |
||
* Kelsey Wirth |
Director |
April 19, 2005 |
||
C. Raymond Larkin, Jr. |
Director |
|||
Warren S. Thaler |
Director |
*By: |
/s/ ELDON M. BULLINGTON Eldon M. Bullington |
Attorney-in-Fact |
April 19, 2005 |
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