As Filed Electronically with the Securities and Exchange Commission on March 12, 2013
Registration No. 333-152610
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AMERICAN DEFENSE SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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83-0357690
(IRS Employer
Identification No.)
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420 McKinney Parkway
Lillington, North Carolina
(Address of Principal Executive Offices)
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27546
(Zip Code)
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American Defense Systems, Inc.
2007 Incentive Compensation Plan
(Full Title of the Plan)
Dale S. Scales
Chief Executive Officer and President
American Defense Systems, Inc.
420 McKinney Parkway
Lillington, North Carolina 27546
(Name and Address of Agent for Service)
(910) 514-9701
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
John C. Jaye
Parker Poe Adams & Bernstein LLP
Three Wells Fargo Center
401 South Tryon Street, Suite 3000
Charlotte, North Carolina 28202
Telephone: (704) 372-9000
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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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X
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EXPLANATORY NOTE
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-152610) filed by American Defense Systems, Inc. (the “Company”) on July 29, 2008 (the “Registration Statement”). The Company has terminated the offering of its securities pursuant to the Registration Statement. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes from registration any and all securities registered but unsold under the Registration Statement as of the date hereof.
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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lillington, State of North Carolina, on March 12, 2013.
AMERICAN DEFENSE SYSTEMS, INC.
(Registrant)
By:
/s/ Dale S. Scales
Dale S. Scales
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.