As filed with the Securities and Exchange Commission on December 15, 2010
Registration No. 333-74768
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
MICROTUNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-2883117 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2201 10th Street, Plano, Texas | 75074 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Transilica Inc. 2001 Amended and Restated Equity Incentive Plan (As Assumed by Registrant)
Domain Knowledge, Inc. 2000 Stock Option, Deferred Stock and Restricted Stock Plan (As Assumed by Registrant)
(Full title of the plan)
Karl Schneider
1390 Kifer Road
Sunnyvale, California 94086
(Name and address of agent for service)
(408) 523-6500
(Telephone number, including area code, of agent for service)
Copies to:
Timothy Curry, Esq.
Jones Day
1755 Embarcadero Road
Palo Alto, California 94303
(650) 739-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-74768) (the “Registration Statement”) registering 793,250 shares of common stock, $0.001 par value per share (the “Common Stock”), of Microtune, Inc. (the “Company”) for issuance under Transilica Inc. 2001 Amended and Restated Equity Incentive Plan and 38,717 shares of Common Stock to be issued pursuant to the Domain Knowledge, Inc. 2000 Stock Option, Deferred Stock and Restricted Stock Plan.
On November 30, 2010, pursuant to an Agreement and Plan of Merger, dated as of September 7, 2010, by and among Zoran Corporation (“Zoran”), Maple Acquisition Corp., (“Merger Sub”), a wholly-owned subsidiary of Zoran, and the Company, Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Zoran.
As a result of the merger, the Company has terminated any offering of the Company’s securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement 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 such securities of the Company registered but unsold under the Registration Statement, if any.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on December 15, 2010.
| MICROTUNE, INC. | ||
| By: | /S/ KARL SCHNEIDER | |
Karl Schneider President and Treasurer | ||
Signature | Title | Date | ||
/S/ KARL SCHNEIDER Karl Schneider | President, Treasurer and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) | December 15, 2010 | ||
/S/ CHRIS DENTEN Chris Denten | Vice President, General Counsel, Secretary and Director | December 15, 2010 | ||