Energy Conversion Devices S-8 POS Registration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on February 9, 2011 — Registration No. 333-142061

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

ENERGY CONVERSION DEVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	38-1749884
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

3800 Lapeer Road
Auburn Hills, Michigan 48326
(248) 475-0100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ENERGY CONVERSION DEVICES, INC. 2006 STOCK INCENTIVE PLAN

(Full title of the plans)

Jay B. Knoll, Esq.	Copies to:
Executive Vice President, General Counsel and	W. Andrew Jack, Esq.
Chief Administrative Officer	Covington & Burling LLP
3800 Lapeer Road	1201 Pennsylvania Avenue, NW
Auburn Hills, Michigan 48326	Washington, DC 20004
(248) 475-0100	(202) 662-6000

(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, 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 filero	Accelerated filerþ	Non-accelerated filero	Smaller reporting companyo
		(Do not check if a smaller reporting company)

EXPLANATORY NOTE

Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 (Registration No. 333-142061) filed with the Securities and Exchange Commission (the “Commission”) on April 17, 2006 (the “Registration Statement”) deregisters 818,490 shares of common stock, par value $0.01 per share, of Energy Conversion Devices, Inc. (“Common Stock”), which were registered under the Registration Statement but remain unsold (the “Remaining Shares”). Concurrently with the filing of this Amendment, the registrant is filing a new Registration Statement on Form S-8 (the “New Registration Statement”), which registers 5,536,424 shares of Common Stock, including the Remaining Shares. In accordance with Instruction E to the General Instructions to Form S-8 and interpretations of the Division of Corporation Finance of the Commission, the portion of the registration fee allocable to the Remaining Shares, which the registrant paid to the Commission in connection with the original filing of the Registration Statement, is carried forward to the New Registration Statement.

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, thereunto duly authorized in the City of Auburn Hills, Michigan, on February 8, 2011.

ENERGY CONVERSION DEVICES, INC.
By:	/s/ Mark D. Morelli
	Mark D. Morelli
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Mark D. MorelliMark D. Morelli	President, Chief Executive Officer and Director (Principal Executive Officer)	Date: February 8, 2011
/s/ William C. AndrewsWilliam C. Andrews	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	Date: February 8, 2011
/s/ Joseph A. AvilaJoseph A. Avila	Director	Date: February 8, 2011
/s/ Alan E. BartonAlan E. Barton	Director	Date: February 8, 2011
/s/ Robert I. FreyRobert I. Frey	Director	Date: February 8, 2011
/s/ William J. KetelhutWilliam J. Ketelhut	Director	Date: February 8, 2011
/s/ Stephen RabinowitzStephen Rabinowitz	Director	Date: February 8, 2011
/s/ George A. Schreiber, Jr.George A. Schreiber, Jr.	Director	Date: February 8, 2011