- Post-Effective Amendment to an S-8 filing (S-8 POS)
06 März 2009 - 10:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 6, 2009
Registration No. 333-107060
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
LOUD TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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Washington
(State or other jurisdiction of incorporation or organization)
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91-1432133
(I.R.S. Employer Identification Number)
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16220 Wood-Red Road, N.E.
Woodinville, Washington
(Address of Principal Executive Offices)
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98072
(Zip Code)
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LOUD TECHNOLOGIES INC. 2003 STOCK OPTION PLAN
(FORMERLY MACKIE DESIGNS INC. 2003 STOCK OPTION PLAN)
(Full title of the plan)
Rodney E. Olson
President and Chief Executive Officer
16220 Wood-Red Road, N.E.
Woodinville, Washington 98072
(Name and address of agent for service)
(425) 487-4333
(Telephone number, including area code, of agent for service)
Copy to:
Eric DeJong
Perkins Coie LLP
1201 Third Avenue, 48th Floor
Seattle, Washington 98101-3099
(206) 359-8000
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
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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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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On July 15, 2003, LOUD Technologies Inc. (formerly Mackie Designs Inc.), a Washington
corporation (the Company), filed a registration statement on Form S-8 (File No. 333-107060) (the
Registration Statement) with the Securities and Exchange Commission, which registered a total of
1,728,000 shares of the Companys common stock, without par value (the Common Stock), authorized
for issuance under the Companys 2003 Stock Option Plan. As a result of the Companys 1-for-5
reverse stock split in 2005, the number of shares authorized under the 2003 Stock Option Plan was
adjusted to 345,600 shares.
The offering under the Registration Statement has been terminated because the Company intends
to deregister its Common Stock under the Securities Exchange Act of 1934, as amended. Accordingly,
pursuant to the undertaking by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities previously registered
that remain unsold at the termination of the offering, the Company is filing this Post-Effective
Amendment No. 1 to the Registration Statement to deregister and remove from registration the
securities of the Company that are 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 No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Woodinville, State of
Washington, on
March 6, 2009.
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LOUD TECHNOLOGIES INC.
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By:
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/s/ RODNEY E. OLSON
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Name:
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Rodney E. Olson
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Title:
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President, Chief Executive Officer and Chairman
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities
indicated below on
March 6, 2009.
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Signature
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Title
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/s/ RODNEY E. OLSON
Rodney E. Olson
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President, Chief Executive Officer and
Chairman
(Principal Executive Officer)
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/s/ DAVID OLSON
David Olson
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Senior Vice President and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
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/s/ KEVIN J. CALHOUN
Kevin J. Calhoun
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Director
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/s/ JON W. GACEK
Jon W. Gacek
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Director
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/s/ C. DARYL HOLLIS
C. Daryl Hollis
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Director
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/s/ MARK E. KUCHENRITHER
Mark E. Kuchenrither
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Director
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/s/ JASON H. NEIMARK
Jason H. Neimark
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Director
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/s/ GEORGE R. REA
George R. Rea
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Director
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/s/ R. LYNN SKILLEN
R. Lynn Skillen
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Director
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/s/ THOMAS V. TAYLOR
Thomas V. Taylor
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Director
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/s/ CLARENCE E. TERRY
Clarence E. Terry
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Director
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