As filed with the Securities and Exchange Commission on August 5, 2010
No. 333-132174
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment to
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ARGON ST, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 38-1873250 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
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| 12701 Fair Lakes Circle, Suite 800 | | 22033 |
| Fairfax, VA | | (Zip Code) |
| (Address of Principal Executive Offices) | | |
ARGON ST, INC. 2002 STOCK INCENTIVE PLAN
(Full title of the plan)
Terry L. Collins
Argon ST, Inc.
12701 Fair Lakes Circle, Suite 800
Fairfax, VA 22033
(Name and address of agent for service)
(703) 322-0881
(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, 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):
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| Large accelerated filero | | Accelerated filerþ | | Non-accelerated filero | | Smaller reporting companyo |
| | | | | (Do not check if a smaller reporting company) | | |
EXPLANATORY NOTE
Argon ST, Inc. (the “Company”) filed a Registration Statement on Form S-8 (No. 333-132174) (the “Registration Statement”) with the Securities and Exchange Commission on March 2, 2006. On August 5, 2010, pursuant to that certain Agreement and Plan of Merger, dated as of June 30, 2010, by and among The Boeing Company, a Delaware corporation (“Parent”), Vortex Merger Sub, Inc., a Delaware corporation, and the Company, the Company became a wholly owned subsidiary of Parent. As a result of the transactions contemplated thereby, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement.
This Post-Effective Amendment to the Registration Statement is being filed to deregister, as of the effectiveness of this post-effective amendment, all unsold shares of common stock, par value $.01 per share, the sale of which was registered under the Registration Statement.
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 this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Fairfax, Commonwealth of Virginia, on the 5th day of August, 2010.
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| | ARGON ST, INC. | |
| | By: | /s/ Terry L. Collins | |
| | | Name: | Terry L. Collins | |
| | | Title: | President & Chief
Executive Officer | |
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