As filed with the Securities and Exchange Commission on January 6, 2009
Registration No. 333-113393
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 10
to
FORM S-1
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
MORGAN STANLEY SPECTRUM SELECT L.P.
(Exact name of registrant as specified in charter document)
Delaware | 6799 | 13-3619290 | ||
(State of Organization of Issuer) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Alternative Investments Group
522 Fifth Avenue,
13th Floor
New York, New York 10036
(212) 296-1999
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Walter Davis
DEMETER MANAGEMENT CORPORATION
552 Fifth Avenue,
13th Floor
New York, New York 10036
(212) 296-1999
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of communications to:
Edwin L. Lyon, Esq. | Todd Hand, Esq. | |
Cadwalader, Wickersham & Taft LLP | Morgan Stanley & Co. Incorporated | |
1201 F Street, N.W., Suite 1100 | 2000 Westchester Avenue | |
Washington, D.C. 20004 | Purchase, New York 10577 | |
(202) 862-2200 | (914) 225-5377 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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. x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) 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(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. ¨
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Pursuant to Rule 429 of the Securities Act of 1933, the prospectus which is a part of this Registration Statement is a combined prospectus and includes all the information currently required in a prospectus relating to the securities covered by Registration Statement Nos. 333-47829, 333-68773, 333-90467, 333-84656 and 333-104005 previously filed by registrant. This Registration Statement, which relates to 10,976,039.949 unsold Units of Limited Partnership Interest of the registrant as of November 30, 2008, also constitutes a Post-Effective Amendment to Registration Statement Nos. 333-47829, 333-68773, 333-90467, 333-84656 and 333-104005.
This Post-Effective Amendment No. 10 to the Registration Statement on Form S-1 (Reg. No. 333-113393) of Morgan Stanley Spectrum Select L.P. (the “Registrant”) consists of a cover page, this page, and a signature page.
The Registrant has registered for continuing offering an aggregate of 42,000,000 units of limited partnership interest (“Units”) on a “best efforts” basis, pursuant to Registration Statement Nos. 333-47829, 333-68773, 333-90467, 333-84656, 333-104005, and 333-113393 (collectively, the “Registration Statements”). In May 1998, the Registrant commenced its offering of Units. The Registrant held 127 monthly closings to accept capital contributions for the sale of Units through November 30, 2008, as of which date the offering was terminated.
The results of the closing are summarized in the following table:
RESULTS OF OFFERING
Units Available for Sale | 42,000,000.000 | |
Units Sold to Date | 31,023,960.051 | |
Total Units Available | 10,976,039.949 | |
Accordingly, pursuant to Item 512(a)(3) of Regulation S-K, the Registrant hereby deregisters the 10,976,039.949 Units that were not sold in the public offering and which remain registered under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 10 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York, on January 6, 2009.
MORGAN STANLEY SPECTRUM SELECT L.P. | ||||
By: | DEMETER MANAGEMENT CORPORATION, General Partner | |||
By: | /s/ Walter Davis Walter Davis,President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 10 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||||||
DEMETER MANAGEMENT CORPORATION General Partner | ||||||||
By: | /s/ Walter Davis Walter Davis | President, Chairman of the Board, and Director of the General Partner | January 6, 2009 | |||||
Frank Zafran | Director of the General Partner | |||||||
/s/ Douglas J. Ketterer Douglas J. Ketterer | Director of the General Partner | January 6, 2009 | ||||||
Michael P. McGrath | Director of the General Partner | |||||||
Harry Handler | Director of the General Partner | |||||||
/s/ Jacques Chappuis Jacques Chappuis | Director of the General Partner | January 6, 2009 | ||||||
/s/ Jose A. Morales Jose A. Morales | Director of the General Partner | January 6, 2009 | ||||||
/s/ Christian Angstadt Christian Angstadt | Chief Financial Officer of the General Partner | January 6, 2009 |