- Post-Effective Amendment to an S-8 filing (S-8 POS)
04 Juni 2010 - 10:34PM
Edgar (US Regulatory)
As filed
with the Securities and Exchange Commission on June 4, 2010
No. 033-95702
UNITED STATES 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
PROTECTION
ONE, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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93-1063818
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1035
N. 3rd Street, Suite 101
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Lawrence,
KS
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66044
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(Address of Principal Executive Offices)
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(Zip Code)
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1994
Stock Option Plan, as amended
1991
Common Stock Performance Warrant Agreements
(Full title of the plan)
J. Eric
Griffin, Esq.
General
Counsel
4221 West John Carpenter Freeway
Irving,
TX 75063
(Name and
address of agent for service)
(785)
856-5500
(Telephone number, including area code, of agent for 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
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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(Do not check if a smaller
reporting company)
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EXPLANATORY NOTE
Protection
One, Inc. (the Company) filed a Registration Statement on Form S-8
(No. 033-95702) (the Registration Statement) with the Securities and
Exchange Commission on August 11, 1995.
On June 4, 2010, pursuant to that certain Agreement and Plan of
Merger, dated as of April 26, 2010, by and among the Company, Protection
Acquisition Sub, Inc., a Delaware corporation, and Protection Holdings, LLC,
a Delaware limited liability company (Holdings) (as amended by that certain
Amendment No. 1 to the Agreement and Plan of Merger dated May 21,
2010), the registrant will become an indirect wholly owned subsidiary of
Holdings. As a result of the transactions
contemplated thereby, the Company has terminated all offerings of the Companys
securities pursuant to the Registration Statement.
This
Post-Effective Amendment No. 1 to the Registration Statement is being
filed to deregister, as of the effectiveness of this post-effective amendment,
all unsold shares of common stock
, par
value $.01 per share
, the sale of which was registered under the Registration
Statement.
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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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Irving, State of Texas,
on the 4th day of June, 2010.
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PROTECTION ONE, INC.
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By:
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/s/ J. Eric Griffin
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Name: J. Eric Griffin
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Title: Vice President, General Counsel and
Secretary
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3
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