As filed with the Securities and Exchange Commission on February 10, 2011.
Registration No. 333-32271
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
COMFORCE Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 36-2262248 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 999 Stewart Avenue, Bethpage, New York | 11714 | |
| (Address of principal executive offices) | (zip code) | |
COMFORCE Corporation Long-Term Stock Investment Plan
(Full title of the Plan)
Robert F. Ende
Senior Vice President - Finance
COMFORCE Corporation
999 Stewart Avenue
Bethpage, New York 11714
(Name and address of agent for service)
(516) 437-3300
(Telephone number, including area code, of agent for service)
Copy to:
Joshua N. Korff, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
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 filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
DEREGISTRATION OF SECURITIES
On July 28, 1997, COMFORCE Corporation (the “Registrant”) filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration No. 333-32271 (the “Registration Statement”), for the sale of 3,074,372 shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”) by certain selling stockholders, under the Registrant’s Long-Term Stock Investment Plan (the “Plan”). The shares were issuable to the selling stockholders upon the exercise of options held by the selling stockholders under the Plan. The Registrant files this Post-Effective Amendment No. 1 to the Registration Statement and hereby deregisters all shares of the Common Stock unsold under the Registration Statement.
2
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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the town of Bethpage, state of New York, on February 10, 2011.
| COMFORCE CORPORATION | ||
| By: | /s/ Robert F. Ende | |
| Name: | Robert F. Ende | |
| Title: | Senior Vice President - Finance | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-8 has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Charles J. Brucato | Director | February 10, 2011 | ||
| Charles J. Brucato | ||||
/s/ Brian St. Jean | Director | February 10, 2011 | ||
| Brian St. Jean | ||||
