U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 POS
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
5G WIRELESS COMMUNICATIONS, INC.
(Exact Name of Company as Specified in its Charter)
Nevada 20-0420885
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
4136 Del Rey Avenue, Marina del Rey, California 90292
(Address of Principal Executive Offices) (Zip Code)
2004 Non-Employee Directors and Consultants Retainer Stock Plan
Amended and Restated Non-Employee Directors and Consultants Retainer
Stock Plan
Amended and Restated Stock Incentive Plan
(Full title of the Plan)
Lawrence C. Early, Chief Financial Officer
5G Wireless Communications, Inc.
4136 Del Rey Avenue
Marina Del Rey, California 90292
(310) 448-8034
(Name, Address, and Telephone Number of Agent for Service)
With a copy to:
Brian F. Faulkner, A Professional Law Corporation
27127 Calle Arroyo, Suite 1923
San Juan Capistrano, California 92675
(949) 240-1361
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Proposed Amount of
Securities Registered Maximum Aggregate Registration
to be Offering Price Offering Price Fee
Registered Per Share
Common Stock -- $-- (1) $-- $--
Common Stock -- $-- (2) $-- $--
Common Stock -- $-- (2) $-- $--
(1) Pursuant to the undertaking under Item 512(a)(3) of Regulation S-K,
this amendment is being filed for the purpose of removing from
registration by means of this post-effective amendment the securities
that remain unsold at the termination of the offering.
2004 Non-Employee Directors and Consultants Retainer Stock Plan.
As of the present time, there are 102,624,905 shares of common
stock remaining to be issued under this plan. By this Form S-8 POS, the
Company hereby removes from registration these shares.
Amended and Restated Non-Employee Directors and Consultants Retainer
Stock Plan.
As of the present time, there are 2,783,164 shares of common stock
remaining to be issued under this plan. By this Form S-8 POS, the
Company hereby removes from registration these shares.
Amended and Restated Stock Incentive Plan.
As of the present time, there are 3,459,615 shares of common stock
remaining to be issued under this plan. By this Form S-8 POS, the
Company hereby removes from registration these shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 authorize, in the City of Marina Del Rey,
California, on March 24, 2006.
5G Wireless Communications, Inc.
By: /s/ Jerry Dix
Jerry Dix,
Chief Executive Officer
EXHIBIT INDEX
Number Description
4.1 2004 Non-Employee Directors and Consultants
Retainer Stock Plan, dated June 8, 2004 (incorporated by
reference to Exhibit 4 of the Form S-8 filed on June 21, 2004).
4.2 Amended and Restated Non-Employee Directors and Consultants
Retainer Stock Plan, dated June 1, 2003 (incorporated by
reference to Exhibit 4 of the Form S-8 POS filed on June 26, 2003).
4.3 Amended and Restated Stock Incentive Plan, dated January 30,
2002 (incorporated by reference to Exhibit 4 of the Form S-8
filed on January 31, 2002).
5.1 Opinion Re: Legality, dated June 10, 2004 (incorporated by
reference to Exhibit 5 of the Form S-8 filed on June 21, 2004).
5.2 Opinion Re: Legality, dated June 20, 2003 (incorporated by
reference to Exhibit 5 of the Form S-8 filed on June 20, 2003).
5.3 Opinion Re: Legality, dated January 28, 2002 (incorporated
by reference to Exhibit 5 of the Form S-8 filed on January 31, 2002).
23.1 Consent of Accountants, dated June 10, 2004 (incorporated by
reference to Exhibit 23.1 of the Form S-8 filed on June 21, 2004).
23.2 Consent of Accountants, dated June 20, 2004 (incorporated by
reference to Exhibit 23.1 of the Form S-8 filed on June 20, 2002).
23.3 Consent of Accountants, dated January 30, 2002 (incorporated
by reference to Exhibit 23.1 of the Form S-8 filed on
January 31, 2002).
23.4 Consent of Counsel, dated June 21, 2004 (incorporated by
reference to Exhibit 23.2 of the Form S-8 filed on June 21, 2004).
23.5 Consent of Counsel, dated June 20, 2003 (incorporated by
reference to Exhibit 23.2 of the Form S-8 filed on June 20, 2003).
23.6 Consent of Counsel, dated January 28, 2002 (incorporated by
reference to Exhibit 23.2 of the Form S-8 filed on January 31, 2002).