As Filed with the Securities and Exchange Commission on January 13, 2006
Registration No. 333-65604
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
TMSS LIQUIDATION, INC.
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(Exact name of registrant as specified in its charter)
OKLAHOMA 91-1098155
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(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
5811 Trenton Ave.
Stillwater, Oklahoma 74074
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(Address of principal executive offices)
TMS, Inc. Employee Stock Purchase Plan
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(Full title of the plan)
Deborah D. Mosier
5811 Trenton Ave.
Stillwater, Oklahoma 74074
(405) 707-9060
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(Name, address and telephone number, including area code, of agent for service)
Copies to:
Chris Coleman, Esq.
McAfee & Taft A Professional Corporation
Tenth Floor, Two Leadership Square
211 North Robinson
Oklahoma City, Oklahoma 73102-7103
Telephone: (405) 235-9621
Facsimile: (405) 235-0439
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 filed with the Securities and Exchange Commission on July 23, 2001
(Registration No. 333-65604) (the "Registration Statement") deregisters shares
of the common stock of TMSS, Liquidation, Inc. (formerly known as TMS, Inc.)
(the "Company"), par value $0.05 per share, that had been registered for
issuance under the Company's Employee Stock Purchase Plan (the "Plan"). The Plan
has been terminated and no securities are outstanding under the Plan.
At a special meeting held on December 17, 2004, the Company's shareholders
approved the sale of substantially all of its assets to PIC Acquisition, Inc., a
wholly owned subsidiary of Pegasus Imaging Corporation, and approved a plan of
liquidation and dissolution of the Company. The Company also completed the sale
of its membership interest in VSC Technologies, LLC to Measurement Incorporated.
On June 30, 2005, the Company filed a certificate of dissolution with the state
of Oklahoma and on August 15, 2005, the NASD Non-NASDAQ OTC Bulletin Board
discontinued trading its common stock. On November 15, 2005, the Company
transmitted approximately $1,942,000 in cash to its transfer agent to be used
for a final liquidation payment to its shareholders. Each shareholder of record
as of August 15, 2005 became entitled to receive $.148 in cancellation of each
share of Company common stock previously held. The transfer agent mailed all
checks to the Company's former shareholders on January 11, 2006.
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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 the
requirements for filing on Form S-8 and has duly caused this Post Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Stillwater, State of
Oklahoma, on the 13th day of January 2006.
(Registrant) TMSS LIQUIDATION, INC.
By: /s/ Deborah D. Mosier
Deborah D. Mosier
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the 13th day of January 2006.
Signature Title
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/s/ Don Brown, Jr. Director
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Don Brown, Jr.
/s/ Arthur D. Crotzer Director
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Arthur D. Crotzer
President, Chief Financial Officer
/s/ Deborah D. Mosier and Director
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Deborah D. Mosier
/s/ Russell W. Teubner Director
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Russell W. Teubner