Registration No. 333-136479
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
COMPUDYNE CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 23-15408659 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2530 Riva Road, Suite 201 Annapolis, Maryland | 21401 | |
| (Address of Principal Executive Offices) | (Zip Code) |
CompuDyne Corporation 2005 Stock Incentive Compensation Plan for Employees
(Full title of the plan)
Roderick Sherwood, III, Vice President
CompuDyne Corporation
2530 Riva Road, Suite 201
Annapolis, Maryland 21401
(Name and address of agent for service)
(410) 224-4415
(Telephone number, including area code, of agent for service)
With copies to:
| J.Q. Newton Davis, Esq. | Brian D. Doerner, Esq. | |
| Bingham McCutchen LLP | Ballard Spahr Andrews & Ingersoll, LLP | |
| 150 Federal Street | 1735 Market Street, 51st Floor | |
| Boston, MA 02110-1726 | Philadelphia, Pennsylvania 19103 | |
| (617) 951-8000 | (215) 665-8500 |
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-8 (the “Registration Statement”) of CompuDyne Corporation, a Nevada corporation (the “Registrant”):
File No. 333-136479, which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on August 10, 2006, pertaining to the registration of 4,000,000 shares of common stock, par value $0.75 per share of the Registrant (“Common Stock”).
On September 21, 2007, Patriot Acquisition Corp., a Nevada corporation (“Merger Sub”) and wholly owned subsidiary of Gores Patriot Holdings, Inc., a Delaware corporation (“Parent”), was merged with and into the Registrant and the Registrant survived as a wholly owned subsidiary of Parent (the “Merger”). The Merger was effectuated pursuant to the terms of an Agreement and Plan of Merger, dated as of August 6, 2007, by and among Parent, Merger Sub and the Registrant.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement.
2
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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Annapolis, State of Maryland, on September 24, 2007.
| COMPUDYNE CORPORATION | ||
| By | /s/ Roderick Sherwood, III | |
| Roderick Sherwood, III, Vice President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Stuart Mackiernan Stuart Mackiernan | Chief Executive Officer | September 24, 2007 | ||
/s/ William Patton William Patton | Director | September 24, 2007 | ||
/s/ Roderick Sherwood, III Roderick Sherwood, III | Director | September 24, 2007 | ||
/s/ Mark R. Stone Mark R. Stone | Director | September 24, 2007 | ||
/s/ Behdad Eghbali Behdad Eghbali | Director | September 24, 2007 | ||
/s/ Steven Chang Steven Chang | Director | September 24, 2007 | ||
