As filed with the Securities and Exchange Commission on December 2, 2004
Registration No. 333- 53289
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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
ITEX CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada 93-0922994
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
3625-132nd Ave. SE, Suite 200
Bellevue, Washington 98006
(425) 463-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
1996 ITEX Corporation Key Employees' Incentive Stock Option Plan
1997 ITEX Corporation Key Employees' Incentive Stock Option Plan
1998 ITEX Corporation Key Employees' Incentive Stock Option Plan
(Full title of the plan)
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Steven White
Chief Executive Officer
ITEX Corporation
3625-132nd Ave. SE, Suite 200
Bellevue, Washington 98006
(425) 463-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies of all communications to:
Stephen Tollefsen, Esq.
Tollefsen Business Law P.C.
2707 Colby Ave., Ste. 1116
Everett, WA 98201
(425) 353-8883
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EXPLANATORY STATEMENT
ITEX Corporation ("ITEX"), is filing this post-effective amendment to
deregister 2,927,500 shares of ITEX common stock that were registered under the
Registration Statement on Form S-8, File No. 333-53289, filed on May 21, 1998
(the "1998 Form S-8") for issuance pursuant to three ITEX stock option plans,
the 1996 ITEX Corporation Key Employees' Incentive Stock Option Plan, the 1997
ITEX Corporation Key Employees' Incentive Stock Option Plan, and the 1998 ITEX
Corporation Key Employees' Incentive Stock Option Plan (collectively, the
"1996-1998 Option Plans").
On March 15, 2004, the stockholders of ITEX Corporation approved the ITEX
Corporation 2004 Equity Incentive Plan ("2004 Plan"), which replaced the
1996-1998 Option Plans. The 2004 Plan was adopted to be used as the basis for
all new stock option and equity grants. As of April 28, 2004, no options
remained outstanding under the 1996-1998 Option Plans, and none were available
for grant under the 1996-1998 Option Plans. A total of 2,970,000 shares of
common stock of ITEX were originally registered under the 1998 Form S-8,
reflecting shares which were to be issued upon the exercise of options under the
1996-1998 Option Plans. ITEX is filing this post-effective amendment to
deregister the remaining number of registered shares which were reserved for
issuance pursuant to 1996-1998 Option Plans.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Bellevue, State of Washington, on December 2,
2004.
ITEX Corporation
By: /s/ Steven White
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Steven White
Chief Executive 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 Date
/s/ Steven White Director, Chief Executive December 2, 2004
- ------------------- Officer and Interim Chief
Steven White Financial Officer
/s/ John Wade Director, Secretary December 2, 2004
- ------------------- and Treasurer
John Wade
/s/ Eric Best Director December 2, 2004
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Eric Best
/s/ Alan Zimmelman Director December 2, 2004
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Alan Zimmelman