As filed with the Securities and Exchange Commission on December 15, 2005
Registration No. 333-
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UNITED
STATES
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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QUANTA
CAPITAL HOLDINGS LTD.
(Exact name of registrant as
specified in its
charter)
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| Bermuda | |
N/A | ||||
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or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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Cumberland House
1 Victoria
Street
Hamilton HM 11
Bermuda
(441)
294-6350
(Address, including zip code, and telephone
number, including area code, of registrants' principal executive
offices)
Agent for Service:
CT
Corporation System
111 Eighth Avenue
13th
Floor
New York, New York 10011
(212)
894-8400
(Name, address, including zip code, and
telephone number, including area code, of agent for
service)
With a copy to:
Amar Budarapu
W. Crews
Lott
Baker & McKenzie LLP
2001 Ross Avenue, Suite
2300
Dallas, Texas 75201
(214) 978-3000
John J.
Sabl
Anthony J. Ribaudo
Sidley Austin Brown & Wood
LLP
One South Dearborn Street
Chicago, Illinois 60603
(312)
853-7000
Approximate date of commencement of proposed sale to the public: As soon as practicable 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.
![[ ]](ebox.gif){kind=small}
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. ![[X]](xbox.gif){kind=small}
333-130115
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.
CALCULATION OF REGISTRATION FEE
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| Title
of Each Class of Securities to be Registered |
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Proposed
Maximum Aggregate Offering Price(2) |
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Amount
of Registration Fee |
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| Common shares, par value $0.01 per share | |
$ | 10,400,000 | |
$ | 1,112.80 | ||||||||||||||||
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| (1) | Such indeterminate number of common shares of Quanta Capital Holdings Ltd., or the Company, as may from time to time be issued at indeterminate prices, in U.S. Dollars. |
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| (2) | The proposed maximum aggregate offering price has been estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
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This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) solely to increase the amount of common shares which may be issued by us. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-3 (Registration Number 333-130115), as amended, declared effective on December 14, 2005, including the exhibits thereto and each of the documents incorporated therein by reference, are hereby incorporated by reference into this 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 14th day of December, 2005.
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QUANTA CAPITAL HOLDINGS LTD. | |||||||||
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By: | |
/s/ Robert Lippincott III | |||||||
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Robert
Lippincott III Interim Chief Executive Officer and President |
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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.
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| Signature | Title | Date | ||
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| /s/ * | Chairman of the Board | December 14, 2005 | ||
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| James J. Ritchie | ||||
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| /s/ Robert Lippincott III | Interim Chief Executive Officer and President and Director | December 14, 2005 | ||
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| Robert Lippincott III | ||||
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| /s/ * | Deputy Chairman of the Board | December 14, 2005 | ||
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| Michael J. Murphy | ||||
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| /s/ * | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | December 14, 2005 | ||
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| Jonathan J.R. Dodd | ||||
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| /s/ * | Director | December 14, 2005 | ||
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| Nigel W. Morris | ||||
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| /s/ * | Director | December 14, 2005 | ||
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| W. Russell Ramsey | ||||
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| Director | ||||
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| Wallace L. Timmeny | ||||
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| /s/ Robert Lippincott III | Authorized Representative in the United States | December 14, 2005 | ||
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| Robert Lippincott III | ||||
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*By: /s/
Robert Lippincott III
Robert Lippincott
III,
Attorney-in-fact
II-1
INDEX TO EXHIBITS
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| Exhibit Number |
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Description | ||||
| 5.1 | |
Legal Opinion of Conyers, Dill & Pearman. | ||||
| 23.1 | |
Consent of Conyers, Dill & Pearman (included in Exhibit 5.1). | ||||
| 23.2 | |
Consent of PricewaterhouseCoopers LLP with respect to Quanta Capital Holdings Ltd. | ||||
| 23.3 | |
Consent of PricewaterhouseCoopers LLP with respect to Environmental Strategies Consulting LLC. | ||||
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