As filed with the Securities and Exchange Commission on November 1, 2022
Registration No. 333-236244
Registration No. 333-217672
Registration No. 333-208590
Registration No. 333-172472
Registration No. 333-161791
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
Post-Effective Amendment No. 1 (No. 333-236244)
Post-Effective Amendment No. 1 (No. 333-217672)
Post-Effective Amendment No. 1 (No. 333-208590)
Post-Effective Amendment No. 1 (No. 333-172472)
Post-Effective Amendment No. 1 (No. 333-161791)
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PASSUR AEROSPACE, INC.
(Exact name of Registrant as specified in its charter)
New York | 11-2208938 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
________________
3452 Lake Lynda Dr., Suite 190
Orlando Florida 32817
(203) 622-4086
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
________________
PASSUR Aerospace, Inc. 2019 Stock Incentive Plan
PASSUR Aerospace, Inc. 2009 Stock Incentive Plan
(Full title of the plan)
________________
Brian G. Cook
President and Chief Executive Officer
3452 Lake Lynda Dr., Suite 190
Orlando, Florida 32817
(203) 622-4086
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
| | | |
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | þ |
| | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE/DEREGISTRATION OF SECURITIES
PASSUR Aerospace, Inc., a New York corporation (“PASSUR” or the “Company”), with its fiscal year ending October 31st, 2022, is filing these post-effective amendments (the “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister and any all shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
1.Registration Statement No. 333-236244, filed with the SEC on February 4, 2020, registering 5,000,000 shares of Common Stock issuable under the PASSUR Aerospace, Inc. 2019 Stock Incentive Plan.
2.Registration Statement No. 333-217672, filed with the SEC on May 4, 2017, registering 1,500,000 shares of Common Stock issuable under the PASSUR Aerospace, Inc. 2009 Stock Incentive Plan.
3.Registration Statement No. 333-208590, filed with the SEC on December 17, 2015, registering 500,000 shares of Common Stock issuable under the PASSUR Aerospace, Inc. 2009 Stock Incentive Plan.
4.Registration Statement No. 333-172472, filed with the SEC on February 25, 2011, registering 500,000 shares of Common Stock issuable under the PASSUR Aerospace, Inc. 2009 Stock Incentive Plan.
5.Registration Statement No. 333-161791, filed with the SEC on September 8, 2009, registering 500,000 shares of Common Stock issuable under the PASSUR Aerospace, Inc. 2009 Stock Incentive Plan.
On November 1, 2022, the Company announced its intention to apply for the voluntary deregistration from the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the SEC. In connection with the Company’s voluntary decision to deregister, the Company has terminated any and all offerings pursuant to the Registration Statements. Accordingly, this filing is made pursuant to an undertaking made by the Company in Part II of each Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of each offering. The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.
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 on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on November 1, 2022.
| PASSUR AEROSPACE, INC. |
| | |
| By: | /s/ Brian G. Cook |
| | Brian G. Cook
President, Chief Executive Officer and Director |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Brian G. Cook and Allison O’Neill, and each of them, his or her true and lawful attorneys-in-fact and agents, each acting alone, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign these Post-Effective Amendments to the Registration Statements on Form S-8, including any amendments or supplements hereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite, necessary and appropriate to be done with respect to these Post-Effective Amendments to the Registration Statements on Form S-8 or any amendments or supplements hereto, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, and each of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, these Post-Effective Amendments to the Registration Statements on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
| | | | |
/s/ Brian G. Cook | | President, Chief Executive Officer and Director | | November 1, 2022 |
Brian G. Cook | | (Principal Executive Officer) | | |
| | | | |
/s/ Allison O’Neill | | Executive Vice President of Finance and Administration | | November 1, 2022 |
Allison O’Neill | | (Principal Financial and Accounting Officer) | | |
| | | | |
/s/ G.S. Beckwith Gilbert | | Non-Executive Chairman of the Board and Director | | November 1, 2022 |
G.S. Beckwith Gilbert | | | | |
| | | | |
/s/ Michael Hulley | | Director | | November 1, 2022 |
Michael Hulley | | | | |
| | | | |
/s/ Kurt J. Ekert | | Director | | November 1, 2022 |
Kurt J. Ekert | | | | |
| | | | |
/s/ Paul L. Graziani | | Director | | November 1, 2022 |
Paul L. Graziani | | | | |
| | | | |
/s/ Richard L. Haver | | Director | | November 1, 2022 |
Richard L. Haver | | | | |
| | | | |
/s/ Ronald V. Rose | | Director | | November 1, 2022 |
Ronald V. Rose | | | | |
| | | | |
/s/ Robert M. Stafford | | Director | | November 1, 2022 |
Robert M. Stafford | | | | |
| | | | |
/s/ Michael Schumaecker | | Director | | November 1, 2022 |
Michael Schumaecker | | | | |
| | | | |
