As filed with the Securities and Exchange Commission on July 18, 2006
Registration No. 333-130594
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933
___________________________________
QI Systems Inc.
(Exact name of registrant as specified in its Charter)
Delaware | 7371 | 20-5126146 |
(State or other jurisdiction | (Primary Standard Industrial | (I.R.S. Employer |
609 Cheek Sparger Road, Suite 300, Colleyville, Texas, USA 76034, (817) 427-8611
(address, including zip code, and telephone number, including area code,
of registrant’s principal executive offices)
___________________________________
Steven R. Garman
President and Chief Executive Officer
609 Cheek Sparger Road, Suite 300, Colleyville, Texas, USA 76034, (817) 427-8611
(address, including zip code, and telephone number, including area code, of agent of service)
_____________________
Copies to:
Dean A. Tetirick
Cantey & Hanger, L.L.P., 801 Cherry St., Suite 2100, Fort Worth, Texas, (817) 877-2800
_____________________
If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective statement for the same offering.o
___________________________________
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 is filed solely to reflect a change in domicile of QI Systems Inc., from the Province of British Columbia, Canada to the State of Delaware. Pursuant to Rule 414(d) of the Securities Act of 1933, as amended, this Registrant, a Delaware corporation, as successor to QI Systems Inc., a British Columbia corporation, expressly adopts this registration statement as its own for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Colleyville, Texas on July 18, 2006.
| QI SYSTEMS INC. |
| By: | /s/ ROBERT I. MCLEAN JR. |
| Robert I. McLean Jr. |
| Chief Financial Officer and Chief Operating Officer |
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE |
| TITLE | DATE |
|
|
|
|
/s/ STEVEN R. GARMAN* |
| President and Chief | July 18, 2006 |
Steven R. Garman |
| Executive Officer and Director |
|
|
| (Principal Executive Officer) |
|
/s/ ROBERT I. MCLEAN JR. |
|
Chief Financial Officer and |
July 18, 2006 |
Robert I. McLean Jr. |
| Chief Operating Officer |
|
|
| (Principal Financial Officer and |
|
|
| Principal Accounting Officer) |
|
|
|
|
|
/s/ RICHARD H. MURRAY* |
| Senior Vice President and | July 18, 2006 |
Richard H. Murray |
| Director |
|
|
|
|
|
/s/ ALAN D. GRAVES* |
| Director | July 18, 2006 |
Alan D. Graves |
|
|
|
|
|
|
|
/s/ BILLY GENE PARKER, JR.* |
| Director | July 18, 2006 |
Billy Gene Parker, Jr. |
|
|
|
|
|
|
|
/s/ WILLIAM J. REID* |
| Director | July 18, 2006 |
William J. Reid |
|
|
|
|
|
|
|
/s/ MATTHEW G. YUGOVICH* |
| Director | July 18, 2006 |
Matthew G. Yugovich |
|
|
|
*By: | /s/ROBERT I. MCLEAN JR. |
| Robert I. McLean Jr. |
| Attorney-in-fact |