Delaware (State or other jurisdiction of incorporation or organization) |
86-0843914 (I.R.S. Employer Identification No.) |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||
Title of Securities |
Amount to be | Offering Price Per | Aggregate Offering | Registration | ||||||||||
to be Registered(1) |
Registered | Share | Price | Fee | ||||||||||
Common Stock, $0.01 par value per share |
1,000,000 | $2.85(2) | $2,850,000(2) | $87.50 | ||||||||||
(1) | Upon a future stock split, stock dividend or similar transaction involving the common stock of the Registrant and during the effectiveness of this Registration Statement, the number of securities registered shall be automatically increased to cover the additional securities in accordance with Rule 416(a) under the Securities Act of 1933. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933 based upon the average of the high and low prices of shares of the registrants common stock as reported on the Nasdaq Global Market on June 7, 2007. |
(a) | The Registrants latest annual report filed pursuant tot Sections 13(a) or 15(d) of the Exchange Act, that contains audited financial statements for the Registrants latest fiscal year for which such statements have been filed: |
| Annual Report on Form 10-K for the year ended December 31, 2006, filed with the Commission on March 16, 2007 |
(b) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred in (a) above: |
| Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, filed with the Commission on May 9, 2007; and | ||
| The Companys Current Reports on Form 8-K, filed with the SEC on January 5, 2007, January 24, 2007, February 22, 2007, April 12, 2007, and April 18, 2007. |
(c) | See Description of the Common Stock contained in Registration Statement on Form S-1 (No. 333-30264), effective as of June 30, 2000 and Registration Statement on Form 8-A and the description of the Companys preferred stock purchase rights contained in its Registration Statement on Form 8-A/A as filed with the Commission on October 12, 2006, including any amendments or reports filed for the purpose of updating such descriptions. |
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No. | Description | |
3.1
|
Certificate of Incorporation of the Company(1) | |
3.2
|
Articles of Amendment to the Certificate of Incorporation of the Company dated as of June 17, 1997(2) | |
3.3
|
Articles of Amendment to the Certificate of Incorporation of the Company dated as of September 10, 1997(1) | |
3.4
|
Articles of Amendment to the Certificate of Incorporation of the Company dated as of July 20, 1998(1) | |
3.5
|
Articles of Amendment to the Certificate of Incorporation of the Company dated as of February 3, 2000(1) | |
3.6
|
Articles of Amendment to the Certificate of Incorporation of the Company dated as of March 31, 2000(2) |
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No. | Description | |
3.7
|
Amended and Restated Bylaws of the Company, previously filed as an exhibit to the Companys Registration Statement No. 333-116182 on Form S-8 dated June 4, 2004. | |
4.1
|
Rights Agreement between the Company and Computershare Trust Company, dated June 11, 2003, previously filed as an exhibit to Current Report on Form 8-K filed on June 19, 2003. | |
4.2
|
Amendment No. 1 to Rights Agreement dated as of August 4, 2006, by and between Mobility Electronics, Inc. and Computershare Trust Company, Inc., previously filed as an exhibit to Current Report on Form 8-K dated August 4, 2006. | |
4.3
|
Amendment No. 2 to Rights Agreement dated as of October 11, 2006, by and between Mobility Electronics, Inc. and Computershare Trust Company, previously filed as an exhibit to Current Report on Form 8-K dated October 12, 2006. | |
5.1*
|
Opinion of Jackson Walker LLP. | |
23.1*
|
Consent of KPMG LLP. | |
23.2*
|
Consent of Jackson Walker LLP (included in the opinion filed as Exhibit 5.1 hereto). | |
24.1*
|
Power of Attorney (included on the signature page of this Registration Statement). |
* | filed herewith | |
(1) | Previously filed as an exhibit to Registration Statement No. 333-30264 dated February 11, 2000. | |
(2) | Previously filed as an exhibit to Amendment No. 2 to Registration Statement No. 333-30264 on Form S-1 dated May 4, 2000. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
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(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
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MOBILITY ELECTRONICS, INC. |
||||
By: | /s/ Joan W. Brubacher | |||
Joan W. Brubacher, Chief Financial Officer and | ||||
Executive Vice President | ||||
Name | Title | Date | ||
/s/ Michael D. Heil
|
President, Chief Executive
Officer and Director (Principal Executive Officer) |
June 11, 2007 | ||
/s/ Joan W. Brubacher
|
Chief Financial Officer and
Executive Vice President(Principal Financial Officer) |
June 11, 2007 | ||
/s/ Darryl S. Baker
|
Vice President, Chief
Accounting Officer and Controller (Principal Accounting Officer |
June 11, 2007 | ||
/s/ William O. Hunt
|
Director | June 11, 2007 | ||
/s/ Jeffrey R. Harris
|
Director | June 11, 2007 | ||
/s/ Larry M. Carr
|
Director | June 11, 2007 | ||
/s/ Robert W. Shaner
|
Director | June 11, 2007 |
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