Registration No. 033-60903
Registration No. 333-19673
Registration No. 333-19677
Registration No. 333-30675
Registration No. 333-50991
Registration No. 333-94383
Registration No. 333-96275
Registration No. 333-61164
Registration No. 333-104088
Registration No. 333-113735
Registration No. 333-122729
Registration No. 333-149852
Registration No. 333-158517
Registration No. 333-165955
Registration No. 333-173310
Registration No. 333-180438
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 033-60903
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-19673
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-19677
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-30675
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-50991
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-94383
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-96275
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-61164
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-104088
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-113735
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-122729
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149852
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-158517
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-165955
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-173310
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-180438
THE SECURITIES ACT OF 1933
TEL FSI, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1223238 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
3455 Lyman Boulevard
Chaska, Minnesota 55318
(Address of principal executive offices) (Zip Code)
FSI International, Inc. Directors’ Non-Statutory Stock Option Plan
FSI International, Inc. 1994 Omnibus Stock Plan
FSI International, Inc. Employees Stock Purchase Plan
FSI International, Inc. 1997 Omnibus Stock Plan
YieldUP Class A Stock Option Plan
YieldUP 1995 Stock Option Plan
YieldUP 1995 Outside Directors Stock Option Plan
FSI International, Inc. 2008 Omnibus Stock Plan
(Full title of the plan)
Kenji Washino
Chief Executive Officer and Chief Financial Officer
TEL FSI, Inc.
3455 Lyman Boulevard
Chaska, Minnesota 55318
(Name and address of agent for service)
(952) 448-5440
(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.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TERMINATION OF REGISTRATION
These post-effective amendments relate to the following Registration Statements on Form S-8 (the “Registration Statements”) of TEL FSI, Inc. (the “Company”):
File No. 033-60903, registering 100,000 shares of common stock, no par value of the Company (“Common Stock”), filed with the Securities and Exchange Commission (the “SEC”) on July 7, 1995.
File No. 333-19673, registering 500,000 shares of Common Stock, filed with the SEC on January 13, 1997.
File No. 333-19677, registering 200,000 shares of Common Stock, filed with the SEC on January 13, 1997.
File No. 333-30675, registering 1,000,000 shares of Common Stock, filed with the SEC on July 2, 1997.
File No. 333-50991, registering 1,100,000 shares of Common Stock, filed with the SEC on April 24, 1998.
File No. 333-94383, registering 208,389 shares of Common Stock, filed with the SEC on January 11, 2000.
File No. 333-96275, registering 1,000,000 shares of Common Stock, filed with the SEC on February 7, 2000.
File No. 333-61164, registering 850,000 shares of Common Stock, filed with the SEC on May 17, 2001.
File No. 333-104088, registering 1,650,000 shares of Common Stock, filed with the SEC on March 28, 2003.
File No. 333-113735, registering 550,000 shares of Common Stock, filed with the SEC on March 19, 2004.
File No. 333-122729, registering 550,000 shares of Common Stock, filed with the SEC on February 11, 2005.
File No. 333-149852, registering 1,500,000 shares of Common Stock, filed with the SEC on March 21, 2008.
File No. 333-158517, registering 1,500,000 shares of Common Stock, filed with the SEC on April 9, 2009.
File No. 333-165955, registering 1,500,000 shares of Common Stock, filed with the SEC on April 8, 2010.
2
File No. 333-173310, registering 1,500,000 shares of Common Stock, filed with the SEC on April 5, 2011.
File No. 333-180438, registering 1,000,000 shares of Common Stock, filed with the SEC on March 29, 2012.
On October 11, 2012, (the “Effective Time”), pursuant to an Agreement and Plan of Merger dated as of August 13, 2012 (the “Merger Agreement”), among the Company (formerly known as FSI International, Inc.), Tokyo Electron Limited, a Japanese corporation (“Tokyo Electron”), and RB Merger Corp., a Minnesota corporation and an indirect wholly-owned subsidiary of Tokyo Electron (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving as an indirect wholly-owned subsidiary of Tokyo Electron.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the Effective Time.
3
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Tokyo, Japan, on October 19, 2012.
| TEL FSI, INC. | ||
| By: | /s/ Kenji Washino | |
| Kenji Washino | ||
Chief Executive Officer and Chief Financial Officer | ||
