Spy (XSPY) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on November 27, 2013

Registration No. 333-  _______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SPY Inc.

(Exact name of registrant as specified in its charter)

Delaware	33-0580186
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

2070 Las Palmas Drive

Carlsbad, California 92011

(Address of Principal Executive Offices)

Amended and Restated 2004 Stock Incentive Plan

(Full title of the plan)

Michael Marckx

President and Chief Executive Officer

SPY Inc.

2070 Las Palmas Drive

Carlsbad, California 92011

(Name and address of agent for service)

(760) 804-8420

(Telephone number, including area code, of agent for service)

Copies to:

Daniel W. Rumsey, Managing Partner

Disclosure Law Group, LLP

600 W. Broadway, Suite 700

San Diego, California 92101

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    [   ] Non-accelerated filer    [   ] Smaller reporting company    [X]

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.0001 par value per share: To be issued under the 2004 Stock Incentive Plan	700,000	$1.45(2)	$1,015,000.00(2)	$130.73

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based upon the average of the high and low sales price on the OTC Bulletin Board on November 22, 2013.

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) registers 700,000 additional shares of SPY Inc.’s (the “Company,” “we,” “us” or “our”) common stock, par value $0.001 per share (“Common Stock”), that may be issued pursuant to SPY Inc.’s 2004 Stock Incentive Plan (as amended and restated, the “Plan”), commencing January 1, 2013.

In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statements on Form S-8 filed by us with the Securities and Exchange Commission (“SEC”) on December 14, 2004 (File No. 333-121223), August 8, 2011 (File No. 333-176141) and March 21, 2012 (File No. 333-180261) are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

In addition to the incorporation of the Company's previous Registration Statements on Form S-8, as identified above, the Company hereby incorporates by reference the documents listed below, as these documents were not included in the previous Registration Statements on Form S-8.

(a) The Company’s Annual report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 20, 2013;

(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above (in each case, except for the information furnished under Items 2.02 or 7.01 in any current report on Form 8-K); and

(c) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 000-51071), filed with the SEC on December 13, 2004.

Item 8. Exhibits

Exhibit No.	Document Description	Incorporation by Reference
5.1	Opinion and Consent of Disclosure Law Group LLP	Filed herewith.
23.1	Consent of Mayer Hoffman McCann P.C.	Filed herewith.
99.1	2004 Stock Incentive Plan (as amended and restated on September 13, 2011)	Incorporated by reference to the Company’s Form 10-Q filed on November 14, 2011.
99.2	Form of Restricted Share Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)	Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.
99.3	Form of Stock Option Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)	Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.
99.4	Form of Stock Appreciation Rights Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)	Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.
99.5	Form of Stock Unit Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)	Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.

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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 Carlsbad, State of California, on November 27, 2013.

SPY Inc.

By: /s/ James McGinty

Name: James McGinty

Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title(s)	Date
/s/ Michael Marckx Michael Marckx	President and Chief Executive Officer (Principal Executive Officer)	November 27, 2013
/s/ James McGinty James McGinty	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer and Secretary	November 27, 2013
/s/ Seth W. Hamot Seth W. Hamot	Chairman of the Board of Directors	November 27, 2013
/s/ Gregory R. Andrews Gregory R. Andrews	Director	November 27, 2013
/s/ Harry Casari Harry Casari	Director	November 27, 2013
/s/ Fir Geenen Fir Geenen	Director	November 27, 2013
/s/ David R. Mitchell David R. Mitchell	Director	November 27, 2013
/s/ John Pound	Director	November 27, 2013
John Pound
/s/ Stephen Roseman	Director	November 27, 2013
Stephen Roseman
/s/ J. David Chute	Director	November 27, 2013
J. David Chute
/s/ David Rane	Director	November 27, 2013
David Rane