As filed with the Securities and Exchange Commission on September 17, 2018
Registration No. 333-206830
Registration No. 333-203443
Registration No. 333-180505
Registration No. 333-176728
Registration No. 333-173532
Registration No. 333-167869
Registration No. 333-163125
Registration No. 333-161560
Registration No. 333-158076
Registration No. 333-149628
Registration No. 333-144213
Registration No. 333-132303
Registration No. 333-128895
Registration No. 333-114374
Registration No. 333-103513
Registration No. 333-83126
Registration No. 333-64234
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
| Post-Effective Amendment No. 1 to Registration Statement No. 333-206830 Post-Effective Amendment No. 1 to Registration Statement No. 333-203443 Post-Effective Amendment No. 1 to Registration Statement No. 333-180505 Post-Effective Amendment No. 1 to Registration Statement No. 333-176728 Post-Effective Amendment No. 1 to Registration Statement No. 333-173532 Post-Effective Amendment No. 1 to Registration Statement No. 333-167869 Post-Effective Amendment No. 1 to Registration Statement No. 333-163125 Post-Effective Amendment No. 1 to Registration Statement No. 333-161560 Post-Effective Amendment No. 1 to Registration Statement No. 333-158076 Post-Effective Amendment No. 1 to Registration Statement No. 333-149628 Post-Effective Amendment No. 1 to Registration Statement No. 333-144213 Post-Effective Amendment No. 1 to Registration Statement No. 333-132303 Post-Effective Amendment No. 1 to Registration Statement No. 333-128895 Post-Effective Amendment No. 1 to Registration Statement No. 333-114374 Post-Effective Amendment No. 1 to Registration Statement No. 333-103513 Post-Effective Amendment No. 1 to Registration Statement No. 333-83126 Post-Effective Amendment No. 1 to Registration Statement No. 333-64234 |
UNDER THE SECURITIES ACT OF 1933
SIGMA DESIGNS, INC.
(Exact Name of Registrant as Specified in Its Charter)
California |
| 001-32207 |
| 94-2848099 |
(State or Other Jurisdiction of |
| (Commission File Number) |
| (I.R.S. Employer |
47467 Fremont Blvd.
Fremont, California 94538
(Address of principal executive offices, including zip code)
Sigma Designs, Inc. 2001 Employee Stock Purchase Plan
Sigma Designs, Inc. Amended and Restated 2001 Employee Stock Purchase Plan
Sigma Designs, Inc. 2001 Employee Stock Option Plan
Sigma Designs, Inc. 2001 Stock Plan
CopperGate Communications Ltd. 2003 Share Option Plan
Sigma Designs, Inc. 2009 Stock Incentive Plan
Sigma Designs, Inc. Amended and Restated 2009 Stock Incentive Plan
Sigma Designs, Inc. 2015 Employee Stock Purchase Plan
Sigma Designs, Inc. 2015 Stock Incentive Plan
(Full title of the plans)
Elias Nader
Interim President and Chief Executive Officer and Chief Financial Officer
Sigma Designs, Inc.
47467 Fremont Blvd.
Fremont, California 94538
(510) 897-0200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
James J. Masetti Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, California 94304 (650) 233-4500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth 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 |
| ☐ |
|
| Emerging growth company |
| ☐ |
If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE/ DEREGISTRATION OF UNSOLD SECURITIES
Pursuant to a plan of liquidation and dissolution (the “Plan of Liquidation”) that was approved by the shareholders of Sigma Designs, Inc., a California corporation (the “Registrant”) on April 17, 2018, the Registrant filed a Certificate of Election to Wind Up and Dissolve with the Secretary of State of California on May 4, 2018. Pursuant to the Corporations Code of the State of California and in accordance with the Plan of Liquidation, the Registrant is winding down its remaining business. On August 15, 2018, the Registrant filed a Form 25 with the Securities and Exchange Commission to voluntarily delist its no par value common stock (“Common Stock”) from the Nasdaq Stock Market, which delisting became effective on August 27, 2018. The Registrant intends to file a Form 15 to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
The Registrant previously registered shares of the Registrant’s Common Stock, issuable or issued under certain employee benefit and equity plans and agreements under the below referenced Registration Statements on Form S-8 (the “Registration Statements”). All offerings of Common Stock or other securities pursuant to the below referenced Registration Statements have been terminated, and there are no outstanding equity awards granted under or governed by the Registrant’s employee benefit and equity plans and agreements under the below referenced Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all shares of Common Stock or other securities that remain unsold as of the date hereof registered pursuant to the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
Registration No. |
| Date Filed With the SEC |
| Name of Equity Plan |
| Number of Shares of Common Stock Originally Registered |
333-206830 | 09/08/2015 | Sigma Designs, Inc. 2015 Employee Stock Purchase Plan | 3,500,000 | |||
333-206830 | 09/08/2015 | Sigma Designs, Inc. 2015 Stock Incentive Plan | 3,000,000 | |||
333-203443 | 04/16/2015 | Sigma Designs, Inc. 2009 Stock Incentive Plan | 497,343 | |||
333-180505 | 04/02/2012 | Sigma Designs, Inc. 2009 Stock Incentive Plan | 150,763 | |||
333-176728 | 09/08/2011 | Sigma Designs, Inc. Amended and Restated 2009 Stock Incentive Plan | 2,000,000 | |||
333-173532 | 04/15/2011 | Sigma Designs, Inc. 2009 Stock Incentive Plan | 141,152 | |||
333-167869 | 06/29/2010 | Sigma Designs, Inc. 2009 Stock Incentive Plan | 59,979 | |||
333-167869 | 06/29/2010 | Sigma Designs, Inc. Amended and Restated 2001 Employee Stock Purchase Plan | 200,000 | |||
333-163125 | 11/16/2009 | CopperGate Communications Ltd. 2003 Share Option Plan | 574,881 | |||
333-161560 | 08/26/2009 | Sigma Designs, Inc. 2009 Stock Incentive Plan | 2,900,000 | |||
333-158076 | 03/18/2009 | Sigma Designs, Inc. 2001 Stock Plan | 1,000,000 | |||
333-158076 | 03/18/2009 | Sigma Designs, Inc. Amended and Restated 2001 Employee Stock Purchase Plan | 300,000 | |||
333-149628 | 03/11/2008 | Sigma Designs, Inc. 2001 Stock Plan | 1,000,000 | |||
333-149628 | 03/11/2008 | Sigma Designs, Inc. Amended and Restated 2001 Employee Stock Purchase Plan | 50,000 | |||
333-144213 | 06/29/2007 | Sigma Designs, Inc. 2001 Stock Plan | 916,157 | |||
333-144213 | 06/29/2007 | Sigma Designs, Inc. Amended and Restated 2001 Employee Stock Purchase Plan | 25,000 | |||
333-132303 | 03/09/2006 | Sigma Designs, Inc. 2001 Stock Plan | 877,834 | |||
333-132303 | 03/09/2006 | Sigma Designs, Inc. 2001 Employee Stock Purchase Plan | 25,000 | |||
333-128895 | 10/07/2005 | Sigma Designs, Inc. 2001 Employee Stock Option Plan | 841,506 | |||
333-128895 | 10/07/2005 | Sigma Designs, Inc. 2001 Employee Stock Purchase Plan | 25,000 | |||
333-114374 | 04/09/2004 | Sigma Designs, Inc. 2001 Employee Stock Option Plan | 825,519 | |||
333-114374 | 04/09/2004 | Sigma Designs, Inc. 2001 Employee Stock Purchase Plan | 50,000 | |||
333-103513 | 02/28/2003 | Sigma Designs, Inc. 2001 Employee Stock Option Plan | 665,703 | |||
333-103513 | 02/28/2003 | Sigma Designs, Inc. 2001 Employee Stock Purchase Plan | 150,000 | |||
333-83126 | 02/21/2002 | Sigma Designs, Inc. 2001 Employee Stock Option Plan | 655,122 | |||
333-83126 | 02/21/2002 | Sigma Designs, Inc. 2001 Employee Stock Purchase Plan | 327,561 | |||
333-64234 | 06/29/2001 | Sigma Designs, Inc. 2001 Employee Stock Option Plan | 500,000 | |||
333-64234 | 06/29/2001 | Sigma Designs, Inc. 2001 Employee Stock Purchase Plan | 100,000 |
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 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized in Fremont, State of California, on September 17, 2018.
| SIGMA DESIGNS, INC. | ||
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| By: | /s/ Elias Nader | |
|
| Elias Nader | |
|
| Interim President and Chief Executive Officer and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed below by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Elias Nader | Interim President and Chief Executive Officer | September 17, 2018 | ||
| Elias Nader | and Chief Financial Officer and Director (Principal Financial and Accounting Officer) | |||
/s/ Saleel Awsare | Director | September 17, 2018 | ||
| Saleel Awsare | ||||
/s/ J. Michael Dodson | Director | September 17, 2018 | ||
| J. Michael Dodson | ||||
/s/ Martin Manniche | Director | September 17, 2018 | ||
| Martin Manniche |
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