As filed with the Securities and Exchange Commission on April 3, 2008
Registration No. 333-138977
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ELECTRONIC SENSOR TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Nevada 3679 98-0372780
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
1077 Business Center Circle
Newbury Park, California 91320
(805) 480-1994
(Address and Telephone Number of Principal Executive Offices and Principal
Place of Business)
Philip Yee
Secretary, Treasurer and Chief Financial Officer
1077 Business Center Circle
Newbury Park, California 91320
(805) 480-1994
(Name, Address and Telephone Number of Agent For Service)
With a copy to:
Neil W. Rust, Esq.
White & Case LLP
633 West Fifth Street
Los Angeles, California 90071
(213) 620-7700
Approximate Date of Proposed Sale to the Public: Not applicable.
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 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 this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. [ ]
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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
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THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT ON FORM S-1
SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(c) OF THE SECURITIES ACT OF
1933, AS AMENDED, ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(c), MAY DETERMINE.
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION STATEMENT
On December 21, 2006, the Securities and Exchange Commission declared
effective this Registration Statement on Form S-1 (previously on Form SB-2) File
No. 333-138977 of Electronic Sensor Technology, Inc. relating to the resale from
time to time of up to 19,906,669 shares of common stock of the company by the
selling security holders named in this Registration Statement. The company has
determined that it will no longer maintain effectiveness of this Registration
Statement in light of the recent cancellation of certain debentures and
warrants, the common stock of the Company underlying which was registered
pursuant to this Registration Statement. Further, most, if not all, of the
remaining common stock of the Company registered pursuant to the Registration
Statement would now be eligible for resale pursuant to Rule 144 of the
Securities Act of 1933, as amended, if the conditions of Rule 144 are met.
Accordingly, this Post-Effective Amendment No. 2 is being filed to deregister
all of the shares of common stock of the company that remain unsold under this
Registration Statement, and to terminate the effectiveness of this Registration
Statement.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused Post-Effective Amendment No. 2 to Registration
Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Newbury Park, State of California, on April 3,
2008.
ELECTRONIC SENSOR TECHNOLOGY, INC.
By: /s/ Barry S. Howe
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Barry S. Howe
President and Chief Executive Officer
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 2 to Registration Statement on Form S-1 has
been signed by the following persons in the capacities and on the dates stated.
Date: April 3, 2008 By: /s/ Barry S. Howe
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Barry S. Howe
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 3, 2008 By: /s/ Philip Yee
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Philip Yee
Secretary, Treasurer and Chief Financial
Officer
(Principal Financial Officer and Principal
Accounting Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Registration Statement on Form S-1 has been
signed below by the following persons in the capacities and on the dates
indicated.
Date: April 3, 2008 By: *
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James H. Frey, Chairman
Date: April 3, 2008 By: *
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Francis H. Chang, Director
Date: April 3, 2008 By: *
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Teong C. Lim, Director
Date: April 3, 2008 By: *
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Barry S. Howe, Director
Date: April 3, 2008 By: *
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James Wilburn, Director
Date: April 3, 2008 By: *
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Rita Benoy Bushon, Director
Date: April 3, 2008 By: *
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Lewis Larson, Director
*By: /s/ Philip Yee
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Philip Yee
Attorney-in-Fact
Exhibit Index
Exhibit
Number Description
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24.1 Power of Attorney.