As filed with the Securities and Exchange Commission on October 23, 2008 Registration No. 333-120042 ================================================================================ 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 - -------------------------------------------------------------------------------- ACS - MOTION CONTROL LTD. (Exact Name of Registrant as Specified in Its Charter) ISRAEL NONE (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification Number) RAMAT GABRIEL INDUSTRIAL PARK, P.O.B. 5668, MIGDAL HA'EMEK 10500, ISRAEL (Address, including zip code, of registrant's principal executive offices) - -------------------------------------------------------------------------------- ACS - TECH 80 LTD PRESIDENT AND CHIEF EXECUTIVE INCENTIVE GRANT (Full Title of the Plan) - -------------------------------------------------------------------------------- TECHNOLOGY 80 INC. (D/B/A ACS - TECH80 INC.) 14700 28TH AVE NORTH - SUITE 25 PLYMOUTH, MN 55447 USA TEL: 763-559-7669 (Name, address, including zip code, and telephone number, including area code, of agent for service) - -------------------------------------------------------------------------------- Copy of Communications to: PERRY WILDES GROSS, KLEINHENDLER, HODAK, HALEVY, GREENBERG & CO. ONE AZRIELI CENTER, ROUND BUILDING TEL AVIV 67021, ISRAEL EXPLANATORY NOTE/DEREGISTRATION OF UNSOLD SECURITIES This post-effective amendment relates to the following Registration Statement filed on Form S-8 (the "Registration Statement"): Registration Statement No. 333-120042, originally filed October 28, 2004. ACS - Motion Control Ltd. (the "Company") intends to file a Form 15 on the date hereof to terminate its duty to file reports under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as amended. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby amends the Registration Statement to withdraw from registration the securities registered but unsold under the Registration Statement. 2 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Migdal Ha'Emek, Israel on the 23th day of October, 2008. ACS - MOTION CONTROL LTD. By: /s/ Ze'ev Kirshenboim ------------------------------------- Ze'ev Kirshenboim Active Chairman of the Board and Chief Financial Officer Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of the 23th day of October, 2008. SIGNATURE TITLE /s/ Dror Marom Chief Executive Officer - --------------------- (principal executive officer) Dror Marom /s/ Ze'ev Kirshenboim Active Chairman of the Board and - --------------------- Chief Financial Officer Ze'ev Kirshenboim (principal financial officer) /s/ Dorit Ringelstein Vice President of Finance - --------------------- (principal accounting officer) Dorit Ringelstein /s/ Jacob Engel Director - --------------------- Jacob Engel /s/ Eli Dayan Director - --------------------- Eli Dayan /s/ Abraham Yoskovitz Director - --------------------- Abraham Yoskovitz /s/ Alexandra Pluber Director - --------------------- Alexandra Pluber 3 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of ACS - Motion Control Ltd. has signed this Registration Statement on this 23th day of October, 2008. TECHNOLOGY 80 INC. (D/B/A ACS - TECH80 INC.) By: /s/ Ze'ev Kirshenboim ------------------------- Ze'ev Kirshenboim President 4