As filed with the Securities and Exchange Commission on August 23, 2010
Registration No. 333-139716
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TTI TEAM TELECOM INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
| Israel | Not Applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12 Amal Street, Afek Park Rosh Ha'ayin, Israel | 48092 (Zip Code) |
| (Address of Principal Executive Offices) | |
TTI Team Telecom International Ltd. 2004 Employee Share Option Plan, as amended
(Full title of the plan)
______________________________
TTI Team Telecom International Inc.
2 Hudson Place, Hoboken, NJ 07030
(Name and address of agent for service)
(201) 795-3883
(Telephone number, including area code, of agent for service)
DE-REGISTRATION OF UNSOLD SHARES AND WITHDRAWAL OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-139716), as amended (the “Registration Statement”), of TTI Team Telecom International Ltd. (the “Registrant”), is being filed to terminate the effectiveness of the Registration Statement and to deregister, as of the effective date of this Post-Effective Amendment No. 1, all of the securities which remain unsold under the Registration Statement.
On August 23, 2010, the Registrant has completed its previously announced sale pursuant to the Agreement and Plan of Merger, dated as of June 8, 2010, by and among TEOCO Corporation, a Delaware corporation (“Parent”), TEOCO Israel Ltd., an Israeli company and a wholly owned subsidiary of Parent (“Merger Sub”), and the Registrant, under which the Registrant has been acquired by Parent through a merger of Merger Sub with and into the Registrant. Pursuant to the terms of the merger agreement, the Registrant has become a private company and each outstanding ordinary share and preferred share of the Registrant has been automatically converted into the right to receive US$3.00 in cash, without interest and less any applicable withholding taxes. Acco rdingly, there will no longer be any outstanding equity securities of the Registrant other than those which will be owned by Parent and the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Registration Statement.
The Registrant intends to file a Form 15 to terminate its duty to file reports under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as amended.
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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosh Ha'ayin, in the State of Israel, on August 23rd, 2010.
| | TTI TEAM TELECOM INTERNATIONAL LTD. | |
| | | | |
| | By: | /s/ Eitan Naor | |
| | | Name: Eitan Naor | |
| | | Title: Chief Executive Officer | |
| | | | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons, in the capacities and on the dates indicated.
| | /s/ Eitan Naor | | August 23, 2010 |
| | Eitan Naor | | |
| | Chief Executive Officer | | |
| | (Principal Executive Officer) | | |
| | | | |
| | /s/ Tali Cohen-Tueg | | August 23, 2010 |
| | Tali Cohen-Tueg | | |
| | Chief Financial Officer | | |
| | (Principal Financial and Accounting Officer) | | |
| | | | |
| | /s/ Atul Jain | | August 23, 2010 |
| | Atul Jain | | |
| | Director | | |
| | | | |
| | /s/ Eitan Naor | | August 23, 2010 |
| | Eitan Naor | | |
| | Director | | |
| | | | |
| | /s/ Philip Giuntini | | August 23, 2010 |
| | Philip Giuntini | | |
| | Director | | |
| | | | |
| | Authorized Representative in the United States: | | |
| | TTI Team Telecom International Inc. | | |
| | | | |
| | By: /s/ Tali Cohen-Tueg | | August 23, 2010 |
| | Name: Tali Cohen-Tueg | | |
| | Title: Authorized Signatory | | |
