Registration No. 333-216504
As filed with the Securities and Exchange Commission on July 28, 2021
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
SONO-TEK CORPORATION
(Exact name of Registrant as specified in its charter)
| New York | 14-1568099 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2012 Route 9W
Milton, NY 12547
845-795-2020
(Address and telephone number of Registrant's principal executive offices)
Sono-Tek Corporation 2013 Stock Incentive Plan
(Full title of plans)
Christopher L. Coccio
Sono-Tek Corporation
2012 Route 9W
Milton, NY 12547
845-795-2020
(Name, address and telephone number of agent for service)
Copies of all Correspondence to:
David M. Henkoff, Esq.
Eilenberg & Krause LLP
11 East 44th Street
New York, NY 10017
Tel: 212-986-9700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large Accelerated Filer ☐ | Accelerated Filer ☐ | |
| Non-accelerated Filer ☑ | 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
The sole purpose of this Post-Effective Amendment No. 1 to Sono-Tek Corporation’s (the “Company’s”) Form S-8 Registration Statement originally filed with the Securities and Exchange Commission on March 7, 2017 (the “Original Registration Statement”), is to file the consent of Liggett & Webb, P.A. to the incorporation by reference into this Form S-8 of Liggett & Webb’s report dated May 29, 2020, relating to the consolidated financial statements of the Company, included in the Company’s Annual Reports on Form 10-K for its fiscal years ended February 28, 2021 and February 29, 2020. This Post-Effective Amendment No. 1 to Form S-8 does not update, amend or modify any other information, statements or disclosure contained in the Original Registration Statement, except as otherwise referenced herein.
Item 8. Exhibits.
The following exhibits are filed or incorporated by reference as part of this Registration Statement:
| Exhibit Numbers | Description of Document |
| 3.1 | Certificate of Incorporation of the Registrant and all amendments thereto (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8, File No. 333-112913.) |
| 3.2 | By-laws of the Registrant, as amended (incorporated herein by reference to the Company’s Current Report on Form 8-K dated March 7, 2019 and filed with the Securities and Exchange Commission on March 13, 2019.) |
| 4.1 | Sono-Tek Corporation 2013 Stock Incentive Plan (incorporated herein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on July 25, 2013) |
| 4.2 | Form of Notice of Stock Option Award Sono-Tek Corporation 2013 Stock Incentive Plan (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8, File No. 333-216504.) |
| 5.1 | Opinion of Eilenberg & Krause LLP (incorporated herein by reference to the Registrant’s Registration Statement on Form S-8, File No. 333-216504.) |
| 23.1 | Consent of Eilenberg & Krause LLP (contained in their opinion constituting Exhibit 5.1) |
| 23.2 | Consent of Liggett & Webb, P.A. |
| 24.1 | Power of Attorney (included on signature page) |
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 its Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Milton, New York, on July 28, 2021.
SONO-TEK CORPORATION
By: /s / Dr. Christopher L. Coccio
Christopher L. Coccio
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their respective capacities and on the respective dates indicated. Each person whose signature appears below hereby authorizes Christopher Coccio with full power of substitution, to execute in the name and on behalf of such person any amendment or any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate, and appoints Christopher L. Coccio, with full power of substitution, attorney-in-fact to sign any amendment and any post-effective amendment to this Registration Statement and to file the same, with exhibits thereto, and other documents in connection therewith.
| Signature | Title | Date |
/s / Dr. Christopher L. Coccio Christopher L. Coccio | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | July 28, 2021 |
/s / Stephen J. Bagley Stephen J. Bagley | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | July 28, 2021 |
/s / R. Stephen Harshbarger R. Stephen Harshbarger | President and Director | July 28, 2021 |
/s / Eric Haskell Eric Haskell | Director | July 28, 2021 |
/s / Donald F. Mowbray Donald F. Mowbray | Director | July 28, 2021 |
/s / Carol O’Donnell Carol O’Donnell | Director | July 28, 2021 |
/s / Joseph Riemer Joseph Riemer | Director | July 28, 2021 |
| /s / Philip Strasburg Philip Strasburg | Director | July 28, 2021 |
