As filed with the Securities and Exchange Commission on December 27, 2007
Registration No. 333-116267
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AVATAR HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1739078
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
201 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134
(305) 442-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
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JUANITA I. KERRIGAN
VICE PRESIDENT AND SECRETARY
AVATAR HOLDINGS INC.
201 ALHAMBRA CIRCLE
CORAL GABLES, FLORIDA 33134
(305) 442-7000
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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, please check the following box: [X]
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. [ ]
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
We are filing this Post-Effective Amendment No. 2 to our Registration
Statement on Form S-3 ( File No. 333-116267), as amended (the "Registration
Statement"), to deregister the securities remaining unsold under the
Registration Statement. Avatar's obligation to maintain the effectiveness of the
Registration Statement has terminated under its Registration Rights Agreement,
dated March 30, 2004. Therefore, this Post-Effective Amendment No. 2 to the
Registration Statement is being filed to terminate the effectiveness of the
Registration Statement and to deregister, as of the effective date of this
Post-Effective Amendment No. 2, all of the securities remaining unsold under the
Registration Statement.
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 No. 2 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Coral Cables, State of Florida, on
December 27, 2007.
AVATAR HOLDINGS INC.
By: /s/ Gerald D. Kelfer
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Name: Gerald D. Kelfer
Title: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 has been signed by the following persons in
the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald D. Kelfer Director, President, Chief Executive December 27, 2007
------------------------------- Officer (Principal Executive Officer)
Gerald D. Kelfer
/s/ Randy L. Kotler Executive Vice President, Treasurer and December 27, 2007
------------------------------- Chief Financial Officer (Principal
Randy L. Kotler Financial Officer)
/s/ Michael P. Rama Controller (Principal Accounting Officer) December 27, 2007
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Michael P. Rama
/s/ Paul D. Barnett Director December 27, 2007
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Paul D. Barnett
/s/ Eduardo A. Brea Director December 27, 2007
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Eduardo A. Brea
/s/ Milton H. Dresner Director December 27, 2007
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Milton H. Dresner
/s/ Roger W. Einiger Director December 27, 2007
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Roger W. Einiger
/s/ Joshua Nash Director, Chairman of the Board December 27, 2007
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Joshua Nash
/s/ Kenneth T. Rosen Director December 27, 2007
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Kenneth T. Rosen
/s/ Joel M. Simon Director December 27, 2007
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Joel M. Simon
/s/ Fred Stanton Smith Director December 27, 2007
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Fred Stanton Smith
/s/ Beth A. Stewart Director December 27, 2007
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Beth A. Stewart