As filed with the Securities and Exchange Commission on January 6, 2006
SEC File No. 333-112240
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM SB-2
ON
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
BSD MEDICAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1590407
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2188 West 2200 South
Salt Lake City, Utah 84119
(801) 972-5555
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Hyrum A. Mead, President
BSD Medical Corporation
2188 West 2200 South
Salt Lake City, Utah 84119
(801) 972-5555
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Nolan S. Taylor, Esq.
DORSEY & WHITNEY LLP
170 South Main Street, Suite 900
Salt Lake City, Utah 84101-1655
Telephone: (801) 933-7360
Facsimile: (801) 933-7373
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Approximate date of commencement 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: |_|
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. |_|
This Post-Effective Amendment shall become effective in accordance with Section
8(c) of the Securities Act of 1933, as amended, on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(c), may determine.
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RECENT EVENTS: DEREGISTRATION
The Registrant registered 2,047,580 shares of its common stock, par
value $0.001 per share (the "Common Stock"), under the Registration Statement
filed with the Securities and Exchange Commission on January 27, 2004 and
subsequently amended on May 18, 2004, July 7, 2004, July 22, 2004, July 23, 2004
and June 14, 2005 (Registration No. 333-112240) (the "Registration Statement").
Pursuant to a Securities Purchase Agreement dated November 28, 2003 and amended
on December 10, 2003, entered into among the Registrant and the purchasers
signatory thereto (filed as Exhibit 4.2 to the Registration Statement), the
Registrant's obligation to maintain the effectiveness of the Registration
Statement has expired. Accordingly, pursuant to an undertaking made in Item 17
of the Registration Statement, the Registrant hereby removes the Common Stock
from registration.
SIGNATURES
Pursuant to 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 for filing on Form S-3 and has duly caused this
post-effective amendment to the registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Salt Lake City, Utah,
on January 6, 2006.
BSD MEDICAL CORPORATION
By: /s/ HYRUM A. MEAD
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Hyrum A. Mead
President
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment to the Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
* --------------- Chairman of the Board, Senior Vice January 6, 2006
Paul F. Turner President and Chief Technology Officer
* -------------- President (principal executive January 6, 2006
Hyrum A. Mead officer) and Director
* -------------- Controller (principal financial and January 6, 2006
Dennis Bradley accounting officer)
* -------------------- Director January 6, 2006
Gerhard W. Sennewald
* ------------- Director January 6, 2006
Michael Nobel
* --------------- Director January 6, 2006
J. Gordon Short
*By: /s/ HYRUM A MEAD
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Hyrum A. Mead
Attorney-in-Fact