As filed with the Securities and Exchange Commission on October 30, 2009
| Registration No. 333-56522 |
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
_____________
ULTICOM, INC.
(Exact name of registrant as specified in its charter)
_____________
New Jersey |
|
|
| 22-2050748 |
(State or Other Jurisdiction of |
|
|
| (I.R.S. Employer |
_____________
1020 Briggs Road
Mount Laurel, New Jersey 08054
(856) 787-2700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
Shawn Osborne
President and Chief Executive Officer
Ulticom, Inc.
1020 Briggs Road
Mount Laurel, New Jersey 08054
(856) 787-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________
Copies to:
Marita Makinen, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
_____________
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.
Large accelerated filer o | Accelerated filer o |
Non-accelerated filer x | Smaller reporting company o |
DEREGISTRATION OF SHARES
On March 5, 2001, Ulticom, Inc. (the “Registrant”) filed a registration statement on Form S-8, Registration No. 333-56522 (the “Registration Statement”), with the Securities and Exchange Commission (the “Commission”) covering a total of 600,000 shares of common stock, no par value, of the Registrant and such indeterminate number of shares of common stock of the Registrant as may be issued to prevent dilution resulting from stock dividends, stock splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended, as well as an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described in the Registration Statement (collectively, the “Common Stock”).
In accordance with the undertaking contained in the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all of the Common Stock, which remain unsold under the Registration Statement as of the date hereof. The Registrant is deregistering the Common Stock because the Registrant intends to file a new registration statement on Form S-8 that incorporates by reference the Registrant’s Annual Report on Form 10-K filed with the Commission on September 30, 2009 and that does not incorporate the Registrant’s prior filings with the Commission under the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478(a)(4) thereunder, the Registrant 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 Mount Laurel, State of New Jersey, on October 30, 2009.
Ulticom, Inc.
| By: | /s/ Shawn K. Osborne |
Shawn K. Osborne
President and Chief Executive Officer
Agent for Service