As filed with the Securities Exchange Commission on March 7, 2014

Registration No. 333-178685

 

U. S. 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

PACIFIC ETHANOL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 2860 41-2170618
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code No.)
(I.R.S. Employer
Identification No.)

400 Capitol Mall, Suite 2060, Sacramento, California 95814

(916) 403-2123

(Address and telephone number of principal executive offices

and principal place of business)

 

Neil Koehler
President and Chief Executive Officer
Pacific Ethanol, Inc.
400 Capitol Mall, Suite 2060

Sacramento, California 95814
(916) 403-2123

(Name, address and telephone number of agent for service)

 

Copies of all correspondence to:
Larry A. Cerutti, Esq.

Rushika Kumararatne de Silva, Esq.

Troutman Sanders LLP
5 Park Plaza, 14th Floor
Irvine, California 92614
(949) 622-2700 / (949) 622-2739 (fax)

 

Approximate date of proposed sale to the public: From time to time after this Registration Statement becomes effective.

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. S

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 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. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer £ Accelerated filer £
Non-accelerated filer £ (Do not check if a smaller reporting company) Smaller reporting company S

 

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 or until the registration statement becomes effective on such date as the Commission, acting under Section 8(a), may determine.

 

 

 
 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 to Form S-3 Registration Statement (File No. 333-178685) (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely to add an exhibit to such Registration Statement. No changes have been made to Part I or Part II of the Registration Statement other than to add an exhibit under Item 16(a) of Part II as set forth below.

 

The Registration Statement, initially filed on Form S-1 on December 22, 2011, was previously post-effectively amended by a Post-Effective Amendment No. 1 to Form S-1 on Form S-3 on March 8, 2012.

 

 

 

 

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

ITEM 16.        EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a)    Exhibits.

 

The following exhibit is filed as part of this Registration Statement:

 

   

Where Located

Exhibit
Number

Description

Form

File Number

Exhibit Number

Filing Date

Filed Herewith

23.2 Consent of Independent Registered Public Accounting Firm         X

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on this 7th day of March, 2014.

 

  Pacific Ethanol, Inc.,
a Delaware corporation

   
  By:  /s/ NEIL M. KOEHLER
    Neil M. Koehler
Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

         

/s/ *

 

William L. Jones

  Chairman of the Board and Director   March 7, 2014
         
         

/s/ NEIL M. KOEHLER

 

Neil M. Koehler

  President, Chief Executive Officer (principal executive officer) and Director   March 7, 2014
         
         

/s/ *

 

Bryon T. McGregor

  Chief Financial Officer (principal financial and accounting officer)   March 7, 2014
         
         

/s/ *

 

Terry L. Stone

  Director   March 7, 2014
         
         

/s/ *

 

John L. Prince

  Director   March 7, 2014
         
         

/s/ *

 

Douglas L. Kieta

  Director   March 7, 2014
         
         

/s/ *

 

Larry D. Layne

  Director   March 7, 2014
         
         

/s/ *

 

Michael D. Kandris

  Director   March 7, 2014
         
         

*/s/ NEIL M. KOEHLER

 

Neil M. Koehler, Attorney-In-Fact

 

      March 7, 2014

 

 

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EXHIBITS FILED HEREWITH

 

Exhibit    
Number   Description
23.2   Consent of Independent Registered Public Accounting Firm

 

 

 

 

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