SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BALLANTYNE OF OMAHA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 3968 47-0587703
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
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4350 MCKINLEY STREET
OMAHA, NEBRASKA 68112
(402) 453-4444
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOHN P. WILMERS
BALLANTYNE OF OMAHA, INC.
4350 MCKINLEY STREET
OMAHA, NEBRASKA 68112
(402) 453-4444
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
DANIEL A. ETNA, ESQ. WILLIAM N. DYE, ESQ.
GORDON ALTMAN BUTOWSKY WILLKIE FARR & GALLAGHER
WEITZEN SHALOV & WEIN ONE CITICORP CENTER
114 WEST 47TH STREET 153 EAST 53RD STREET
NEW YORK, NEW YORK 10036 NEW YORK, NEW YORK 10022
(212) 626-0800 (212) 821-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable 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 the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM
TITLE OF EACH OFFERING PROPOSED
CLASS OF PRICE MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE PER AGGREGATE REGISTRATION
REGISTERED REGISTERED(1) UNIT(2) OFFERING PRICE FEE
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Common Stock, $0.01 Par
Value Per Share........... 2,258,600 $15.50 $35,008,300.00 $10,608.58
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(1) Includes 294,600 shares which the Underwriters have the option to purchase to cover over-allotments, if any.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as amended, these amounts are used solely for the purpose of calculating the registration fee and are based upon the average of the per share high and low prices of the Common Stock on the American Stock Exchange on May 22, 1997.
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 SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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