As filed with the Securities and Exchange Commission on June 29, 2007
Registration No. 333-132332
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCÉ N.V.
(Exact Name of Registrant as Specified in Its Charter)
St. Urbanusweg 43, 5914 CA Venlo, the Netherlands
(Address of Principal Executive Offices) (Zip Code)
OCÉ IMAGISTICS INC. SHARE INCENTIVE PLAN 2005
(Full title of the Plan)
Fokko W.T. Kool
Secretariat of the Company, Legal Affairs
Océ N.V.
P.O. Box 101
5900 MA Venlo, the Netherlands
(Name and Address of Agent for Service)
Daniel I. Booker
Hannah T. Frank
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219
412-288-3132
Telephone Number, Including Area Code, of Agent For Service.
Copy to:
Daniel I. Booker
Hannah T. Frank
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219
Explanatory Note
Océ, N.V. (the “Company”) registered a total of 350,000 of its Ordinary Shares (nominal/par value Euro 0.50 per share) (the “Shares”) under the Océ Imagistics, Inc. Share Incentive Plan 2005 (the “Plan”). The Shares are represented by American Depositary Shares and are evidenced by American Depositary Receipts, which were issued pursuant to the Company’s Registration Statement on Form S-8 (File No. 333-132332), filed with the U.S. Securities and Exchange Commission on March 10, 2006. The Company is seeking to deregister any and all Shares that have not been issued or sold under the Plan because the Company is removing the Shares from listing under Section 12(b) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and also is terminating its’ registration of the Shares pursuant to Section 12(g) of the Exchange Act. By filing this Post-Effective Amendment No. 1 to the Registration Statement, the Company hereby removes from registration any and all Shares not issued or sold under this Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of the Shares.
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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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Venlo, the Netherlands, on June 29, 2007.
| OCÉ N. V. | ||
| /s/ R.L. van Iperen | ||
| By: | R.L. van Iperen | |
| Title: | Chairman of the Board and Executive Director | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated.
Signature | Title(s) | Date | ||
/s/ R.L. van Iperen R.L. van Iperen | Chairman of the Board of Executive Directors (Principal Executive Officer) | June 29, 2007 | ||
/s/ J. van den Belt J. van den Belt | Chief Financial Officer and member of the Board of Executive Directors (Principal Executive Officer) | June 29, 2007 | ||
/s/ P.A.F.W. Elverding P.A.F.W. Elverding | Supervisory Director | June 29, 2007 | ||
/s/ F. J. de Wit F. J. de Wit | Supervisory Director | June 29, 2007 | ||
/s/ G.J.A. van de Aast G.J.A. van de Aast | Supervisory Director | June 29, 2007 | ||
/s/ M. Arentsen M. Arentsen | Supervisory Director | June 29, 2007 | ||
/s/ A. Baan A. Baan | Supervisory Director | June 29, 2007 | ||
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