As filed with the Securities and Exchange Commission on June 9, 2011
Registration No. 333-143273
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
THOMAS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 72-0843540 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
5221 N. O’Connor Blvd., Suite 500
Irving, Texas 75039
(Address of principal executive offices)
2005 OMNIBUS STOCK & INCENTIVE PLAN FOR THOMAS GROUP, INC.
(Full title of the plan)
Michael McGrath
President and Chief Executive Officer
Thomas Group, Inc.
5221 N. O’Connor Blvd., Suite 500
Irving, Texas 75039
(972) 869-3400
(Name, address and telephone number of agent for service)
Explanatory Note — Deregistration of Securities
This Post-Effective Amendment No. 1 to Form S-8 relates to the Registration Statement on Form S-8, Registration No. 333-143273 (the “Registration Statement”), filed by Thomas Group, Inc. (the “Company”) effective May 25, 2007. The Registration Statement registered 1,000,000 shares of Common Stock, par value $.01 per share, of the Company (the “Shares”), which were to be offered and sold pursuant the 2005 Omnibus Stock & Incentive Plan for Thomas Group, Inc. (the “Plan”). The Plan has been terminated effective June 9, 2011. In accordance with the undertaking made by the Company in the Registration Statement to remove by means of a post-effective amendment any securities that remain unsold at the termination of the offering pursuant to the Plan, the Company hereby removes from registration all of the Shares that remain unissued under the Plan as of June 9, 2011.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Thomas Group, Inc. 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 Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on June 9, 2011.
| THOMAS GROUP, INC. | |
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| By: | /s/ Frank W. Tilley |
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| Frank W. Tilley |
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| Chief Financial Officer and |
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| Vice President |