Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 5월 2015 - 7:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 30, 2015
Registration No. 333-33918 |
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Registration No. 333-55466 |
Registration No. 333-72816 |
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Registration No. 333-84460 |
Registration No. 333-100665 |
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Registration No. 333-105156 |
Registration No. 333-110139 |
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Registration No. 333-112247 |
Registration No. 333-120696 |
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Registration No. 333-130002 |
Registration No. 333-167604 |
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Registration No. 333-172694 |
Registration No. 333-187148 |
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Registration No. 333-194239 |
Registration No. 333-202309 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-33918)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-55466)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-72816)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-84460)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-100665)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-105156)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-110139)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-112247)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-120696)
Post-Effective Amendment No. 2 to Form S-8 (Registration No. 333-130002)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-167604)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-172694)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-187148)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-194239)
Post-Effective Amendment No. 1 to Form S-8 (Registration No. 333-202309)
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
MICROSEMI COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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77-0138960 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
741 Calle Carga |
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Camarillo, CA |
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93012 |
(Address of principal executive offices) |
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(Zip Code) |
Vitesse International, Inc. 1999 International Stock Option Plan
Vitesse Semiconductor Corporation 1991 Stock Option Plan
FirstPass 2000 Stock Option Plan
Vitesse Semiconductor Corporation Option Agreement with Certain Employees
Vitesse Semiconductor Corporation 2001 Stock Incentive Plan
Vitesse Semiconductor Corporation 1991 Employee Stock Purchase Plan
Vitesse Semiconductor Corporation 2010 Incentive Plan
Vitesse Semiconductor Corporation 2011 Employee Stock Purchase Plan
Vitesse Semiconductor Corporation 2013 Incentive Plan
Vitesse Semiconductor Corporation Amended and Restated 2011 Employee Stock Purchase Plan
Vitesse Semiconductor Corporation 2015 Incentive Plan
(Full title of the plans)
Steven G. Litchfield
President and Chief Executive Officer
Microsemi Communications, Inc.
4721 Calle Carga
Camarillo, California 93012
(Name and address of agent for service)
(805) 388-3700
(Telephone number, including area code, of agent for service)
Copy to:
Warren T. Lazarow, Esq.
OMelveny & Myers LLP
2765 Sand Hill Road
Menlo Park, CA 94025-7019
(650) 473-2600
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 o |
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Accelerated filer x |
Non-accelerated filer o (Do not check if smaller reporting company) |
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Smaller reporting company o |
Explanatory Note
Microsemi Communications, Inc. (formerly known as Vitesse Semiconductor Corporation) (the Registrant) hereby amends the following Registration Statements on Form S-8 (the Prior Registration Statements) to withdraw from registration any and all securities of the Registrant registered thereunder (the Securities) which have not been sold pursuant to such Prior Registration Statements:
1. Registration Statement on Form S-8 (Registration No. 333-33918) filed on April 3, 2000;
2. Registration Statement on Form S-8 (Registration No. 333-55466) filed on February 13, 2001;
3. Registration Statement on Form S-8 (Registration No. 333-72816) filed on November 6, 2001;
4. Registration Statement on Form S-8 (Registration No. 333-84460) filed on March 18, 2002;
5. Registration Statement on Form S-8 (Registration No. 333-100665) filed on October 22, 2002;
6. Registration Statement on Form S-8 (Registration No. 333-105156) filed on May 12, 2003;
7. Registration Statement on Form S-8 (Registration No. 333-110139) filed on October 31, 2003;
8. Registration Statement on Form S-8 (Registration No. 333-112247) filed on January 27, 2004;
9. Registration Statement on Form S-8 (Registration No. 333-120696) filed on November 23, 2004;
10. Registration Statement on Form S-8 (Registration No. 333-130002) filed on November 30, 2005;
11. Registration Statement on Form S-8 (Registration No. 333-167604) filed on June 17, 2010;
12. Registration Statement on Form S-8 (Registration No. 333-172694) filed on March 9, 2011;
13. Registration Statement on Form S-8 (Registration No. 333-187148) filed on March 8, 2013;
14. Registration Statement on Form S-8 (Registration No. 333-194239) filed on February 28, 2014; and
15. Registration Statement on Form S-8 (Registration No. 333-202309) filed on February 26, 2015.
On April 28, 2015, pursuant to the terms of the Agreement and Plan of Merger, dated as of March 17, 2015, by and among the Registrant, Microsemi Corporation (Microsemi), and LLIU100 Acquisition Corp., a wholly owned subsidiary of Microsemi (Merger Sub), Merger Sub merged with and into the Registrant (the Merger), with the Registrant continuing as the surviving corporation and as a wholly-owned subsidiary of Microsemi.
As a result of the Merger, the Registrant has terminated any offering of the Securities pursuant to the Prior Registration Statements. In accordance with an undertaking made by the Registrant in the Prior Registration Statements to remove from registration, by means of a post-effective amendment, any Securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all unsold (if any) Securities under the Prior Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camarillo, State of California, on April 30, 2015.
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MICROSEMI COMMUNICATIONS, INC. |
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By: |
/s/ John Hohener |
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John W. Hohener |
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Chief Financial Officer |
Note: No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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