As filed with the Securities and Exchange Commission on September 2, 2008 Registration No. 333-122455 - ----------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ FORM S-8 POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________ DIALYSIS CORPORATION OF AMERICA (Exact name of registrant as specified in its charter) Florida 59-1757642 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 1302 Concourse Drive, Suite 204 Linthicum, Maryland 21090 (Address of Principal Executive Offices) 1999 STOCK INCENTIVE PLAN OF DIALYSIS CORPORATION OF AMERICA (Full title of the plan) _____________ Stephen W. Everett Copy to: President and Chief Executive Officer Dialysis Corporation of America Lawrence E. Jaffe, Esq. 1302 Concourse Drive, Suite 204 Jaffe & Falk, LLC Linthicum, Maryland 21090 2337 West 76th Street (Name and address for agent of service) Hialeah, Florida 33016 (410) 694-0500 (Telephone number, including area code, for agent of service) 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. (Check one) Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] - ----------------------------------------------------------------------------- TERMINATION OF REGISTRATION On February 1, 2005, Dialysis Corporation of America ("DCA") filed a registration statement on Form S-8 (Registration No. 333-122455) with the Securities and Exchange Commission to register 62,000 shares of its common stock, $.01 par value (the "Common Stock") for issuance upon exercise of options for such shares held by nine key employees. All the options have been exercised and the registration statement has been completed. Based on the foregoing, pursuant to this post-effective amendment no. 1, DCA terminates the Form S-8 registration statement (Registration No. 333- 122455) as of this date. 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 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 Linthicum, State of Maryland, on September 2, 2008. DIALYSIS CORPORATION OF AMERICA /s/ Stephen W. Everett By:__________________________________ Stephen W. Everett President and 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 date indicated. Signatures Title Date - ---------- ----- ---- Chairman of the Board /s/ Thomas K. Langbein of Directors September 2, 2008 - ------------------------ Thomas K. Langbein President and Chief Executive /s/ Stephen W. Everett Officer and Director (Principal) September 2, 2008 - ------------------------ Executive Officer) Stephen W. Everett Vice President, Finance and Chief /s/ Andrew J. Jeanneret Financial Officer (Principal September 2, 2008 - ------------------------ Financial Officer Andrew J. Jeanneret * Vice President and Chief Accounting - ------------------------ Officer (Principal Accounting Officer) Daniel R. Ouzts * Director - ------------------------ Robert W. Trause * Director - ------------------------ Alexander Bienenstock * Director - ------------------------ Peter D. Fischbein * Thomas K. Langbein, the undersigned attorney-in-fact, by signing his name hereto, does hereby sign and execute this post-effective amendment no. 1 to the registration statement on behalf of the above officer and directors pursuant to the powers of attorney filed with the Securities and Exchange Commission. /s/ Thomas K. Langbein September 2, 2008 By: ------------------------------- Thomas K. Langbein, Attorney-in-Fact