As filed with the Securities and Exchange Commission on December 28, 2001.
Registration No. 333-62280
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
Registration Statement Under
the Securities Act of 1933
APROPOS TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
ILLINOIS 36-3644751
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
ONE TOWER LANE, 28TH FLOOR
OAKBROOK TERRACE, ILLINOIS 60181
(Address of Principal Executive Offices)
2000 Omnibus Incentive Plan
(Full Title of the Plan)
KEVIN G. KERNS
CHIEF EXECUTIVE OFFICER AND PRESIDENT
ONE TOWER LANE, 28TH FLOOR
OAKBROOK TERRACE, ILLINOIS 60181
(Name and Address of Agent For Service)
(630) 472-9600
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered(1) Share Price Registration Fee
Common Shares (par N/A(3) N/A(3) N/A(3) N/A(3)
value $.01 per share)(2)
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1 Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement also covers an indeterminate number of additional common shares
which may be issued if the anti-dilution provisions of the plan become
operative.
2 Includes an indeterminate number of stock options related to the Common
Shares to be issued under the plan, all of which are generally
nontransferable.
3 Registration fee has already been paid.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Reference is made to the Exhibit Index.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the undersigned 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 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
Oakbrook Terrace, State of Illinois, on the 28th day of December, 2001.
APROPOS TECHNOLOGY, INC.
By /s/ Kevin G. Kerns
-------------------------------------
Kevin G. Kerns
Chief Executive Officer and President
Pursuant to 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 indicated on the 28th day of December, 2001.
Signature Title
/s/ Kevin G. Kerns Director, Chief Executive Officer and President
----------------------------------- (Principal Executive Officer)
Kevin G. Kerns
/s/ Francis J. Leonard Chief Financial Officer (Principal Financial and
----------------------------------- Accounting Officer)
Francis J. Leonard
/s/ Patrick K. Brady* Director
-------------------------------
Patrick K. Brady
/s/ Keith L. Crandell* Director
-------------------------------
Keith L. Crandell
/s/ Jaime W. Ellertson* Director
-------------------------------
Jaime W. Ellertson
/s/ George B. Koch* Director
-------------------------------
George B. Koch
/s/ Roger R. Nelson* Director
-------------------------------
Roger R. Nelson
* BY: /S/ KEVIN G. KERNS
-----------------------------------------
ATTORNEY-IN-FACT
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of McDermott, Will & Emery (including consent)
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