As filed with the Securities and Exchange Commission on March 26, 2007

Registration No. 333-132371

 

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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

 

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AMN HEALTHCARE SERVICES, INC.

(Exact name of registrant as specified in its charter)

 

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Delaware		06-1500476
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12400 High Bluff Drive, Suite 100

San Diego, California 92130

866-871-8519

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

 

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Denise L. Jackson, Esq.

Senior Vice President, General Counsel and Secretary

AMN Healthcare Services, Inc.

12400 High Bluff Drive, Suite 100

San Diego, California 92130

866-871-8519

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

 

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Copy to:

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

(212) 373-3000

 

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Approximate date of commencement of proposed sale to 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, please 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 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.    ¨

 

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TERMINATION OF REGISTRATION STATEMENT

AND DEREGISTRATION OF SECURITIES

We previously filed a Registration Statement on Form S-3 (File No. 333-132371) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) on March 13, 2006, registering 3,046,538 shares of our common stock to be offered from time-to-time by the selling stockholders named therein. The Commission declared the Registration Statement effective on March 22, 2006. On May 22, 2006, by Post-Effective Amendment No. 1 to the Registration Statement, we deregistered 2,186,785 shares of our common stock under the Registration Statement.

Our contractual obligation to maintain the effectiveness of the Registration Statement has expired. Accordingly, we are filing this Post-Effective Amendment No. 2 to the Registration Statement to terminate the effectiveness of the Registration Statement and deregister, as of the effective date of this Post-Effective Amendment No. 2, all of the shares of our common stock remaining unsold under the Registration Statement.

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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 San Diego, State of California, on March 26, 2007.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed on March 26, 2007 by the following persons in the capacities indicated.

 

Signature		Title
/S/    SUSAN R. NOWAKOWSKI         Susan R. Nowakowski		President, Chief Executive Officer and Director (Principal Executive Officer)
* Steven C. Francis		Chairman of the Board and Director
* David C. Dreyer		Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial and Accounting Officer)
* Douglas D. Wheat		Director
* William F. Miller, III		Director
* Andrew M. Stern		Director
* Kenneth F. Yontz		Director
* R. Jeffrey Harris		Director

 

*By:		/S/    SUSAN R. NOWAKOWSKI
		Susan R. Nowakowski Attorney-in-fact

 

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