Post-Effective Amendment No.1

As filed with the Securities and Exchange Commission on August 12, 2003

Registration No. 333-36546


 

UNITED STATES

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

 


 

PriceSmart, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   5399   33-0628530

(State or other jurisdiction

of incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

4649 Morena Boulevard

San Diego, California 92117

(858) 581-4530

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Notice to:

Robert E. Price

President and Chief Executive Officer

PriceSmart, Inc.

4649 Morena Boulevard

San Diego, California 92117

(858) 581-4530

 

Copies to:

Scott N. Wolfe, Esq.

Robert E. Burwell, Esq.

Latham & Watkins LLP

12636 High Bluff Drive, Suite 300

San Diego, California 92130

(858) 523-5400

 

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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

 



DEREGISTRATION OF SECURITIES

 


 

On May 8, 2000, PriceSmart, Inc. (“PriceSmart”) filed a registration statement on Form S-3 (No. 333-36546) (the “Registration Statement”), which registered 25,157 shares of its common stock, par value $0.0001 per share, for resale by the selling stockholder named therein. PriceSmart’s contractual obligation to maintain the effectiveness of the Registration Statement has terminated. Pursuant to the undertaking contained in the Registration Statement, PriceSmart is filing this Post-Effective Amendment No. 1 to deregister all securities registered under the Registration Statement that remain unsold as of the date this Post-Effective Amendment No. 1 to Registration Statement is filed.

 

 


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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 12th day of August, 2003.

 

PRICESMART, INC.

By:

 

/s/    ROBERT E. PRICE


   

Robert E. Price

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature


  

Title


 

Date


/s/    ROBERT E. PRICE


Robert E. Price

   President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)   August 12, 2003

/s/    ALLAN C. YOUNGBERG


Allan C. Youngberg

   Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)   August 7, 2003

/s/    RAFAEL E. BARCENAS


Rafael E. Barcenas

   Director   July 28, 2003

/s/    JAMES F. CAHILL


James F. Cahill

   Director   August 12, 2003

/s/    MURRAY L. GALINSON


Murray L. Galinson

   Director   August 12, 2003

/s/    KATHERINE L. HENSLEY


Katherine L. Hensley

   Director   August 12, 2003

/s/    LEON C. JANKS


Leon C. Janks

   Director   August 12, 2003

Lawrence B. Krause

   Director   ________, 2003

 


Signature


  

Title


 

Date



Angel Losada M.

  

Director

  ________, 2003

/s/    JACK MCGRORY


Jack McGrory

  

Director

  August 12, 2003

Edgar A. Zurcher

  

Director

  ________, 2003