As filed with the Securities and Exchange Commission on January 10, 2002.
Registration No. 333-0147
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. ONE
TO FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CTI GROUP (HOLDINGS) INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0308583
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CTI GROUP (HOLDINGS) INC.
333 North Alabama Street
Suite 240
Indianapolis, IN 46204
(Address of Principal Executive Offices; Zip Code)
STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
MANFRED HANUSCHEK
Chief Financial Officer
CTI Group (Holdings) Inc.
333 North Alabama Street, Suite 240
Indianapolis, IN 46204
(317) 262-4666
(Name and address of agent for service; telephone number,
including area code, of agent for service)
Copies to:
JANE K. STORERO, ESQUIRE
Blank Rome Comisky & McCauley LLP
One Logan Square
Philadelphia, PA 19103
(215) 569-5500
This Post-Effective Amendment No. One to Registration Statement No.
333-01475 filed with the Securities and Exchange Commission on March 5, 1996 is
being filed for the purpose of deregistering under the Securities Act of 1933,
as amended, 300,000 shares of common stock of CTI Group (Holdings) Inc. (the
"Company") issuable upon the exercise of options or pursuant to restricted stock
awards under the Stock Option and Restricted Stock Plan of the Company. 300,000
shares of the 600,000 shares of common stock, registered on the above-referenced
Registration Statement, were issued upon the exercise of options.
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 duly caused this Post-Effective
Amendment No. One to the Registration Statement on Form S-8 to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Indianapolis, Indiana as of December 31, 2002.
CTI GROUP (HOLDINGS) INC.
By: /s/ Bradley Houlberg
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Bradley Houlberg, President and Chief Executive Officer
(Duly Authorized Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. One to the Registration Statement on Form S-8 was
signed by the following persons in the capacities and as of the dates stated.
SIGNATURE CAPACITY DATE
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/s/ Bradley Houlberg President and Chief Executive Officer December 31, 2002
- --------------------------- (Principal Executive Officer)
Bradley Houlberg
/s/ Manfred Hanuschek Chief Financial Officer (Principal Financial December 31, 2002
- --------------------------- and Accounting Officer)
Manfred Hanuschek
/s/ Harold D. Garrison Chairman and Director December 31, 2002
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Harold D. Garrison
/s/ Michael H. Leeds Director December 31, 2002
- ---------------------------
Michael H. Leeds
/s/ Rupert D. Armitage Director December 31, 2002
- ---------------------------
Rupert D. Armitage
/s/ Steve Bartkiw Director December 31, 2002
- ---------------------------
Steve Bartkiw
/s/ John Birbeck Director December 31, 2002
- ---------------------------
John Birbeck
/s/ Thomas W. Grein Director December 31, 2002
- ---------------------------
Thomas W. Grein
/s/ Salah Osseiran Director December 31, 2002
- ---------------------------
Salah Osseiran