As filed with the Securities and Exchange Commission on February 23, 2016
Registration No. 333-189218
Registration No. 333-170412
Registration No. 333-144742
Registration No. 333-136072
Registration No. 333-118610
Registration No. 333-107466
Registration No. 333-66676
Registration No. 333-48026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-189218
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-170412
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-144742
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-136072
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-118610
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-107466
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-66676
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-48026
Under
the securities act of 1933
TELECOMMUNICATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
| Maryland | 52-1526369 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification Number) |
275 West Street
Annapolis, Maryland 21401
(410) 263-7616
(Address, including zip code, and telephone
number, including area code, of Registrant’s
principal executive offices)
TeleCommunication Systems, Inc. Third Amended and restated employee stock purchase plan
TeleCommunication Systems, Inc. amended and restated stock incentive plan
TeleCommunication Systems, Inc. second amended and restated stock Employee Stock Purchase Plan
TeleCommunication Systems, Inc. fifth amended and restated 1997 stock incentive plan
TeleCommunication Systems, Inc. first amended and restated employee stock purchase plan
TeleCommunication Systems, Inc. fourth amended and restated 1997 stock incentive plan
TeleCommunication Systems, Inc. third amended and restated 1997 stock incentive plan
TeleCommunication Systems, Inc. amended and restated 1997 stock incentive plan
TeleCommunication Systems, Inc. Employee stock purchase plan
(Full titles of the plans)
Maurice B. Tosé
President and Chief Executive Officer
TeleCommunication Systems, Inc.
275 West Street
Annapolis, Maryland 21401
(410) 263-7616
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Wm. David Chalk, Esq.
DLA Piper LLP (US)
6225 Smith Avenue
Baltimore, Maryland 21209
(410) 580-4120
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 | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 relate to the following Registration Statements of TeleCommunication Systems, Inc., a Maryland corporation (the “Registrant”), on Form S-8 (collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (the “SEC”).
| · | Registration Statement No. 333-189218, registering 2,000,000 shares of the Registrant’s Class A common stock, $0.01 par value (“Common Stock”), issuable under the Registrant’s Third Amended and Restated Employee Stock Purchase Plan, as filed with the SEC on June 10, 2013 |
| · | Registration Statement No. 333-170412, registering 11,500,000 shares of Common Stock issuable under the Registrant’s Amended and Restated Stock Incentive Plan and Second Amended and Restated Employee Stock Purchase Plan, as filed with the SEC on November 5, 2010 |
| · | Registration Statement No. 333-144742, registering 5,000,000 shares of Common Stock issuable under the Registrant’s Fifth Amended and Restated 1997 Stock Incentive Plan, as filed with the SEC on July 20, 2007. |
| · | Registration Statement No. 333-136072, registering 700,000 shares of Common Stock issuable under the Registrant’s First Amended and Restated Employee Stock Purchase Plan, as filed with the SEC on July 27, 2006 |
| · | Registration Statement No. 333-118610, registering 5,000,000 shares of Common Stock issuable under the Registrant’s Fourth Amended and Restated 1997 Stock Incentive Plan, as filed with the SEC on August 27, 2004 |
| · | Registration Statement No. 333-107466, registering 4,000,000 shares of Common issuable under the Registrant’s Third Amended and Restated 1997 Stock Incentive Plan, as filed with the SEC on July 30, 2003 |
| · | Registration Statement No. 333-66676, registering 3,000,000 shares of Common Stock issuable under the Registrant’s Amended and Restated 1997 Stock Incentive Plan, as filed with the SEC on August 3, 2001 |
| · | Registration Statement No. 333-48026, registering 6,275,936 shares of Common Stock issuable under the Registrant’s Amended and Restated 1997 Stock Incentive Plan and Employee Stock Purchase Plan, as filed with the SEC on October 16, 2000 |
Pursuant to the Agreement and Plan of Merger, dated as of November 22, 2015, by and among the Registrant, Comtech Telecommunications Corp. and Typhoon Acquisition Corp. (“Merger Sub”), on February 23, 2016, Merger Sub was merged with and into the Registrant (the “Merger”).
As a result of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to its existing registration statements, including the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all of such securities of the Registrant registered but unsold under the Registration Statements, if any. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 these Post-Effective Amendments No. 1 to the Registration Statements on Form S-8 and has duly caused these Post-Effective Amendments No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Anne Arundel, State of Maryland, on February 23, 2016.
| TELECOMMUNICATION SYSTEMS, INC. | ||
| By: | /s/ Maurice B. Tosé | |
| Name: | Maurice B. Tosé | |
| Title: | President and Chief Executive | |
| Officer | ||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
