As filed with the Securities and Exchange Commission on June 22, 2012
Registration No. 333-112738
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
GTSI CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 54-1248422 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2553 Dulles View Drive, #100
Herndon, Virginia 20171-5219
(703) 502-2000
(Address of Principal Executive Offices, Including Zip Code)
NONQUALIFIED STOCK OPTION AGREEMENT - CHRISTOPHER TULLY
NONQUALIFIED STOCK OPTION AGREEMENT - AMY SQUIRES
NONQUALIFIED STOCK OPTION AGREEMENT - STEVE HAMMOND
NONQUALIFIED STOCK OPTION AGREEMENT - JOHN MCCLUNG, JR.
NONQUALIFIED STOCK OPTION AGREEMENT - LAUREN KOVACH
NONQUALIFIED STOCK OPTION AGREEMENT - MARC LIEBERMAN
NONQUALIFIED STOCK OPTION AGREEMENT - JOHN HELMLY
NONQUALIFIED STOCK OPTION AGREEMENT - JAMES TODD LETO
NONQUALIFIED STOCK OPTION AGREEMENT - THOMAS MUTRYN
NONQUALIFIED STOCK OPTION AGREEMENT - ROBERT MITCHELL
NONQUALIFIED STOCK OPTION AGREEMENT - PAUL LIBERTY
NONQUALIFIED STOCK OPTION AGREEMENT - FRANK BLAUL
NONQUALIFIED STOCK OPTION AGREEMENT - CRAIG BALLAM
NONQUALIFIED STOCK OPTION AGREEMENT - JOHN LITTLEY, III
(Full Title of the Plan)
Sterling Phillips
Chief Executive Officer
GTSI Corp.
2553 Dulles View Drive, #100
Herndon, Virginia 20171-5219
(703) 502-2000
(Name, Address, and 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement filed on Form S-8 (Registration No. 333-112738) (the “Registration Statement”) filed with the Securities and Exchange Commission on February 12, 2004.
On June 20, 2012, pursuant to the Agreement and Plan of Merger, dated as of May 7, 2012 (the “Merger Agreement”), by and among GTSI Corp., a Delaware corporation (the “Company”), UNICOM Systems, Inc., a California corporation (“Parent”), and UNICOM SUB ONE, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a subsidiary of Parent. Pursuant to the terms of the Merger Agreement, each share of common stock of the Company issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares held in the treasury of the Company and shares owned by Parent, Merger Sub, or any subsidiary of Parent or the Company (which shares were cancelled)) and (ii) shares in respect of which dissenter’s rights are properly exercised under Section 262 of the Delaware General Corporation Law) was converted into the right to receive $7.75 per share, without interest.
As a result of the Merger, the Company has terminated the offering of the Company’s securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement.
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Herndon, Commonwealth of Virginia, on this June 22, 2012.
| GTSI Corp. | ||
| By: | /s/ Sterling E. Phillips, Jr. | |
| Sterling E. Phillips, Jr. | ||
| Chief Executive Officer and President | ||
