As Filed with the Securities and Exchange Commission on March 10, 2010

Registration Statement No. 333-161774

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 2

TO

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AIRGAS, INC.

And the Subsidiary Guarantors listed below

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		56-0732648
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

259 North Radnor-Chester Rd.

Radnor, PA 19087-5283

(610) 687-5253

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

Robert H. Young, Jr.

Senior Vice President, General Counsel and Secretary

Airgas, Inc.

259 North Radnor-Chester Rd.

Radnor, PA 19087-5283

(610) 687-5253

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

with copies to:

James J. Clark, Esq.

Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

(212) 701-3000

 

 

Approximate date of commencement of proposed sale to the public: From time to time 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. 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. x

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		x				Accelerated filer		¨
Non-accelerated filer		¨				Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Amount to be Registered (a)		Proposed Maximum Offering Price per Unit (a)		Proposed Maximum Aggregate Offering Price (a)		Amount of Registration Fee (c)
Debt Securities
Guarantees of Debt Securities (b)

(a)	An indeterminate aggregate initial offering price or number of the securities of each identified Debt Security is being registered as may from time to time be offered at indeterminate prices.

(b)	Pursuant to Rule 457(n), no additional registration fee is required with respect to the guarantees.

(c)	In accordance with Rules 456(b) and 457(r) under the Securities Act, the Registrant is deferring payment of all registration fees.

 

 

 

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TABLE OF SUBSIDIARY GUARANTORS

All the following subsidiaries are wholly owned subsidiaries:

 

Name		State of Incorporation
Airgas Carbonic, Inc.		DE
Airgas Data, LLC		DE
Airgas-East, Inc.		DE
Airgas-Great Lakes, Inc.		DE
Airgas-Intermountain, Inc.		CO
Airgas Investments, Inc.		DE
Airgas Merchant Gases, LLC		DE
Airgas Merchant Holdings, Inc.		DE
Airgas-Mid America, Inc.		DE
Airgas-Mid South, Inc.		DE
Airgas-Nor Pac, Inc.		DE
Airgas-North Central, Inc.		DE
Airgas-Northern California & Nevada, Inc.		DE
Airgas-Refrigerants, Inc.		DE
Airgas Retail Services, LLC		DE
Airgas Safety, Inc.		DE
Airgas-South, Inc.		DE
Airgas-Southwest, Inc.		DE
Airgas Specialty Gases, Inc.		TX
Airgas Specialty Products, Inc.		DE
Airgas-West, Inc.		CA
Medical Gas Management, Inc.		DE
Missouri River Holdings, Inc.		KS
National Welders Supply Company, Inc.		NC
Nitrous Oxide Corp.		DE
Oilind Safety, Inc.		DE
Red-D-Arc, Inc.		NV
WorldWide Welding, LLC		DE

 

2

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EXPLANATORY NOTE

This Post-Effective Amendment No. 2 relates to the Registrants’ Automatic Shelf Registration Statement on Form S-3 (File No. 333-161774), filed by the Registrants on September 8, 2009 as amended by Post-Effective Amendment No. 1, filed by the Registrants on September 8, 2009 (the “Registration Statement”). The Registrants are filing this Post-Effective Amendment No. 2 pursuant to Rule 462(e) under the Securities Act of 1933, as amended, solely to amend the cover page of the Registration Statement to replace the notice information with respect to Cravath, Swaine & Moore LLP with notice information for Cahill Gordon & Reindel LLP. Since this Post-Effective Amendment No. 2 does not amend any other portion of the Registration Statement, the balance of the Registration Statement is omitted from this filing.

 

3

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Airgas, Inc. 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Radnor, Commonwealth of Pennsylvania on March 10, 2010.

 

 

4

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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    PETER MCCAUSLAND *         Peter McCausland		Chairman, President and Chief Executive Officer (Principal Executive Officer)
/S/    ROBERT M. MCLAUGHLIN *         Robert M. McLaughlin		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Vice President and Controller (Principal Accounting Officer)
/S/    MICHAEL L. MOLININI *         Michael L. Molinini		Senior Vice President and Chief Operating Officer
/S/    W. THACHER BROWN *         W. Thacher Brown		Director
/S/    JAMES W. HOVEY *         James W. Hovey		Director
/S/    RICHARD C. ILL *         Richard C. Ill		Director
/S/    PAULA A. SNEED *         Paula A. Sneed		Director
/S/    DAVID M. STOUT *         David M. Stout		Director
/S/    LEE M. THOMAS *         Lee M. Thomas		Director
/S/    JOHN C. VAN RODEN. JR. *         John C. van Roden. Jr.		Director
/S/    ELLEN C. WOLF *         Ellen C. Wolf		Director

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    PETER MCCAUSLAND *         Peter McCausland		Director
/S/    PHIL FILER *         Phil Filer		Director (Principle Executive Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    CHUCK TOOMEY *         Chuck Toomey		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    CAREY VERGER *         Carey Verger		Director (Principal Executive Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director (Principal Financial Officer and Principal Accounting Officer)

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    FRED MANLEY *         Fred Manley		Director (Principal Executive Officer)
/S/    B. SHAUN POWERS *         B. Shaun Powers		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    DAVE BROWN *         Dave Brown		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    KEVIN MCBRIDE *		Director (Principal Executive Officer)
Kevin McBride
/S/    B. SHAUN POWERS *		Director
B. Shaun Powers
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    PAM CLAYPOOL *		Principal Financial Officer and Principal Accounting Officer
Pam Claypool

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    DOUG JONES *		Director (Principal Executive Officer)
Doug Jones
/S/    MAX D. HOOPER *		Director
Max D. Hooper
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    JIM JOHNSTON *		Principal Financial Officer and Principal Accounting Officer
Jim Johnston

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    LESLIE J. GRAFF * Leslie J. Graff		Director (Principal Executive Officer)
/S/    ROBERT M. MCLAUGHLIN *         Robert M. McLaughlin		Director (Principal Financial Officer and Principal Accounting Officer)

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    TOM THOMAN *         Tom Thoman		Director (Principal Executive Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    CHRIS PLITNICK *         Chris Plitnick		Principal Financial Officer and Principal Accounting Officer

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    TOM THOMAN *         Tom Thoman		Director (Principal Executive Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director (Principal Financial Officer and Principal Accounting Officer)

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    BOB HILLIARD *         Bob Hilliard		Director (Principal Executive Officer)
/S/    B. SHAUN POWERS *         B. Shaun Powers		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    LEE CHERRY *         Lee Cherry		Principal Financial Officer and Principal Accounting Officer

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    TERRY LODGE *         Terry Lodge		Director (Principal Executive Officer)
/S/    MAX D. HOOPER *         Max D. Hooper		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    PAUL FITZGERALD *         Paul Fitzgerald		Principal Financial Officer and Principal Accounting Officer

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    EDWARD A. RICHARDS         Edward A. Richards		Director (Principal Executive Officer)
/S/     MAX D. HOOPER *         Max D. Hooper		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    WILLIAM M. PILAND         William M. Piland		Principal Financial Officer and Principal Accounting Officer

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    PAM SWANSON         Pam Swanson		Director (Principal Executive Officer)
/S/    B. SHAUN POWERS *         B. Shaun Powers		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    MIKE ALLISON *         Mike Allison		Principal Financial Officer and Principal Accounting Officer

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    MIKE CHANDLER *         Mike Chandler		Director (Principal Executive Officer)
/S/    MAX D. HOOPER *         Max D. Hooper		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    CELINE KEARNEY *         Celine Kearney		Principal Financial Officer and Principal Accounting Officer)

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    CHUCK BROADUS *         Chuck Broadus		Director (Principal Executive Officer)
/S/    ANDY CICHOCKI *         Andy Cichocki		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    EMMANUEL DUPREE *         Emmanuel Dupree		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    KELLY JUSTICE *         Kelly Justice		Director (Principal Executive Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    ROGER GEIB         Roger Geib		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    DONALD S. CARLINO *         Donald S. Carlino		Principal Executive Officer
/S/    MIKE MOLININI *         Mike Molinini		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    DENNIS JOHNSON *         Dennis Johnson		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    JAY SULLIVAN *		Director (Principal Executive Officer)
Jay Sullivan
/S/    B. SHAUN POWERS *		Director
B. Shaun Powers
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    BRETT COHEN *		Principal Financial Officer and Principal Accounting Officer
Brett Cohen

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    BRENT SPARKS *		Director (Principal Executive Officer)
Brent Sparks
/S/    MAX D. HOOPER *		Director
Max D. Hooper
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    MONICA DELAGARZA *		Principal Financial Officer and Principal Accounting Officer
Monica DeLaGarza

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    WILLIAM RUSSO *         William Russo		Director (Principal Executive Officer)
/S/    JIM MULLER *         Jim Muller		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    RICHARD MARTIN *         Richard Martin		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    TED SCHULTE *         Ted Schulte		Director (Principal Executive Officer)
/S/    ANDY CICHOCKI *         Andy Cichocki		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    RUSS LEE *         Russ Lee		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

---

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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    SAM THOMPSON *         Sam Thompson		Director (Principal Executive Officer)
/S/    MAX D. HOOPER *         Max D. Hooper		Director
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    TODD CURRY *         Todd Curry		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    JOHN HOLMWOOD *         John Holmwood		Director (Principal Executive Officer)
/S/    THOMAS M. SMYTH *         Thomas M. Smyth		Director
/S/    PAUL PLESSE *         Paul Plesse		Principal Financial Officer and Principal Accounting Officer

 

*  By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    MAX D. HOOPER *		Director (Principal Executive Officer)
Max D. Hooper
/S/    ROBERT M. MCLAUGHLIN *		Director (Principal Financial Officer and Principal Accounting Officer)
Robert M. McLaughlin

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    STEVE MARINELLI *		Principal Executive Officer
Steve Marinelli
/S/    ANDY CICHOCKI *		Director
Andy Cichocki
/S/    PETER MCCAUSLAND *		Director
Peter McCausland
/S/    ALAN DEMART *		Principal Financial Officer and Principal Accounting Officer
Alan DeMart
/S/    ROBERT MCLAUGHLIN *		Director
Robert McLaughlin

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    MARTIN TUPMAN*		Principal Executive Officer
Martin Tupman
/S/    ANDREW R. CICHOCKI *		Director
Andrew R. Cichocki
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    RUSS LEE *		Principal Financial Officer and Principal Accounting Officer
Russ Lee

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    HENRY B. COKER III *		Principal Executive Officer
Henry B. Coker III
/S/    JACK APPOLONIA *		Director
Jack Appolonia
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    WENDY SCHUKNECHT *		Principal Financial Officer and Principal Accounting Officer
Wendy Schuknecht

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    MICHEL IMIELINSKI *		Director (Principal Executive Officer)
Michel Imielinski
/S/    JACK APPOLONIA *		Director
Jack Appolonia
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth
/S/    STEVE DARROCH *		Principal Financial Officer and Principal Accounting Officer
Steve Darroch

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact

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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania, on March 10, 2010.

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated and on March 10, 2010.

 

Signature		Title
/S/    DONALD S. CARLINO *		Principal Executive Officer
Donald S. Carlino
/S/    MIKE MOLININI *		Director
Mike Molinini
/S/    DENNIS JOHNSON *		Principal Financial Officer and Principal Accounting Officer
Dennis Johnson
/S/    THOMAS M. SMYTH *		Director
Thomas M. Smyth

 

* By:		/S/    ROBERT H. YOUNG, JR
		Robert H. Young, Jr., as attorney-in-fact