Post-effective Amendment to an S-8 Filing (s-8 Pos)
2016年4月23日 - 2:56AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 22, 2016
Registration No. 333-147075
Registration No. 333-173124
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-147075
FORM S-8 REGISTRATION STATEMENT NO. 333-173124
UNDER
THE
SECURITIES ACT OF 1933
API Technologies Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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98-0200798
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4705 S. Apopka Vineland Rd., Suite 210, Orlando, Florida
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32819
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(Address of Principal Executive Offices)
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(Zip Code)
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API Nanotronics Corp. 2006 Equity Incentive Plan
Amended and Restated API Technologies Corp. 2006 Equity Incentive Plan
(Full title of the plans)
Robert Tavares
President and Chief Executive Officer
API Technologies Corp.
4705 S. Apopka Vineland Road, Suite 210
Orlando, FL 32819
(Names
and address of agent for service)
(407) 876-0279
(Telephone number, including area code, of agent for service)
Copy to:
Peter
Schnur
Blank Rome LLP
The Chrysler Building
405 Lexington Avenue
New
York, NY 10174
(212) 885-5435
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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of API Technologies Corp., a Delaware Corporation (the
Company), on Form S-8 (collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission (SEC):
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Registration Statement No. 333-147075, originally filed with the SEC on November 1, 2007, registering a total of 15,000,000* shares of the Companys common stock, $0.001 par value (Common Stock), for
issuance under the API Nanotronics Corp. 2006 Equity Incentive Plan; and
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Registration Statement No. 333-173124, originally filed with the SEC on March 28, 2011, registering a total of 3,750,000 shares of Common Stock for issuance under the Amended and Restated 2006 Equity Incentive Plan of
API Technologies Corp, as amended on January 1, 2012.
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On April 22, 2016, pursuant to an Agreement and Plan of Merger,
dated as of February 28, 2016, by and among RF1 Holding Company (Parent), RF Acquisition Sub, Inc., a wholly-owned subsidiary of Parent (Merger Sub), and the Company, Merger Sub merged with and into the Company, with the
Company surviving as a wholly-owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated
all offerings of the Companys securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company in the
Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from
registration all of such securities of the Company registered but unsold under the Registration Statements, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
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Reflects the number of shares originally registered, as such number has not been adjusted herein to reflect subsequent stock splits and reverse stock splits.
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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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of
Florida, on April 22, 2016.
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API TECHNOLOGIES CORP.
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By:
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/s/ Eric Seeton
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Eric Seeton
Chief Financial
Officer
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8
in reliance on Rule 478 of the Securities Act of 1933, as amended.
Api Technologies Corp. (NASDAQ:ATNY)
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Api Technologies Corp. (NASDAQ:ATNY)
過去 株価チャート
から 9 2023 まで 9 2024