As filed with the Securities and Exchange Commission on May 30, 2006
Registration No. 333-114279
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
SIMPLETECH, INC.
(Exact name of registrant as specified in its charter)
| California | 33-0399154 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
3001 Daimler Street
Santa Ana, California 92705-5812
(Address of principal executive offices) (Zip Code)
SIMPLETECH, INC. 2000 STOCK INCENTIVE PLAN
SIMPLETECH, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
Manouch Moshayedi
Chief Executive Officer
SIMPLETECH, INC.
3001 Daimler Street
Santa Ana, California 92705-5812
(Name and address of agent for service)
(949) 476-1180
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE*
| Title of Securities to be Registered | Amount to be Registered |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
| * | The Registration Fee was previously calculated and paid in connection with the filing of the Registration Statement on April 7, 2004 (File No. 333-114279). |
No Exhibits are filed with this Post-Effective Amendment.
EXPLANATORY NOTE
Deregistration of Shares Under ESPP
SimpleTech, Inc. (the “Registrant”) registered an additional 1,911,050 shares of its common stock, $0.001 par value (the “Common Stock”), under its 2000 Stock Incentive Plan and 400,000 shares of its Common Stock under its Employee Stock Purchase Plan (the “ESPP”) on Form S-8 (File No. 333-114279) filed with the Securities and Exchange Commission on April 7, 2004 (the “2004 Registration Statement”). The Registrant terminated the ESPP as of December 19, 2005. As a result of the termination of the ESPP, the Registrant’s obligations to maintain the effectiveness of the 2004 Registration Statement with respect to the ESPP have expired. Pursuant to the undertaking contained in the 2004 Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the 2004 Registration Statement to deregister the 400,000 shares of its Common Stock registered under the 2004 Registration Statement for issuance under the ESPP that remained unissued as of the date of termination. The shares of Common Stock reserved under the 2000 Stock Incentive Plan are not being deregistered and remain subject to issuance under such plan.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Ana, California on this 25th day of May 2006.
| SIMPLETECH, INC. | ||
| By: | /s/ DAN MOSES | |
| Dan Moses | ||
| Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ MANOUCH MOSHAYEDI* Manouch Moshayedi |
Chief Executive Officer and Chairman of the Board of Directors (principal executive officer) |
May 25, 2006 | ||
| /s/ MIKE MOSHAYEDI* Mike Moshayedi |
President and Director | May 25, 2006 | ||
| /s/ MARK MOSHAYEDI* Mark Moshayedi |
Chief Operating Officer, Chief Technical Officer, Secretary and Director | May 25, 2006 | ||
| /s/ DAN MOSES Dan Moses |
Chief Financial Officer and Director (principal financial and accounting officer) |
May 25, 2006 | ||
| /s/ F. MICHAEL BALL* F. Michael Ball |
Director | May 25, 2006 | ||
| /s/ JAMES J. PETERSON* James J. Peterson |
Director | May 25, 2006 | ||
| /s/ RAJAT BAHRI Rajat Bahri |
Director | May 25, 2006 | ||
| * By: | /s/ DAN MOSES | |
| Dan Moses | ||
| Attorney-in-Fact |
| * | Pursuant to a Power of Attorney filed with Registration Statement No. 333-114279, filed by the Registrant on April 7, 2004. |