Post-effective Amendment to an S-8 Filing (s-8 Pos)
January 17 2017 - 1:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 17, 2017
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Registration No. 333-81453
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Registration No. 333-34095
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Registration No. 333-135583
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 333-81453
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 333-34095
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 333-135583
UNDER
THE SECURITIES ACT OF 1933
RF INDUSTRIES, LTD.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of
incorporation
or organization)
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88-0168936
(I.R.S.
Employer
Identification
No.)
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7610 Miramar Road
San Diego, CA 92126
(858) 549-6340
(Address
of principal executive offices)
Employment Agreement with Howard Hill
dated January 21, 1998
Employment Agreement with Richard LaFay
dated January 21, 1998
Employment Agreement with Leslie Perlman
dated January 21, 1998
Consulting Agreement dated February
13, 1996
George Marks Employment Agreement dated
December 6, 2004
(Full
title of the plans)
Mark Turfler, Chief Financial Officer
RF INDUSTRIES, LTD.
7610 Miramar Road
San Diego, CA 92126
(858) 549-6340
(Name, address and telephone number, including
area code, of agent for service)
Copy to:
Istvan Benko
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, California 90067
(310) 789-1226
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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x
Smaller reporting company
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (“Post-Effective Amendments”)
filed by RF Industries, Ltd. (the “Company”) remove from registration shares of the Company’s common stock, par
value $0.01 per share (the “Common Stock”) that remain unsold (the “Registered Securities”) under the following
registration statements (each a “Registration Statement,” and collectively, the “Registration Statements”)
filed by the Company with the Securities and Exchange Commission (the “SEC”):
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·
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Registration Statement on Form S-8 (Registration No. 333-81453), which was filed with the SEC on June 24, 1999, pertaining
to the registration of 700,000 shares of Common Stock reserved for issuance under the Employment Agreements between the Company
and Howard Hill, Richard LaFay and Leslie Perlman.
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·
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Registration Statement on Form S-8 (Registration No. 333-34095), which was filed with the SEC on August 21, 1997, pertaining
to the registration of 50,000 shares of Common Stock reserved for issuance under that certain Consulting Agreement, dated February
13, 1996, between the Company and Neil G. Berkman.
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·
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Registration Statement on Form S-8 (Registration No. 333-135583), which was filed with the SEC on July 3, 2006, pertaining
to the registration of 100,000 shares of Common Stock reserved for issuance under the Employment Agreement, dated December 6, 2004,
between George Marks and the Company.
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The Company is filing these Post-Effective Amendments to the
Registration Statements to deregister all of the Registered Securities registered for sale that were not sold pursuant to the Registration
Statements as of the date of these Post-Effective Amendments. In accordance with an undertaking made by the Company in Part II
of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain
unsold at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered
but unsold under the Registration Statements.
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 these Post-Effective Amendments to the above-referenced Registration Statements to be
signed on its behalf by the undersigned, thereunto duly authorized,, in the City of San Diego, State of California, on January
17, 2017.
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RF INDUSTRIES, LTD.
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By:
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/s/ HOWARD HILL
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Howard Hill
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Interim Chief Executive Officer
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Note: No other person is required to sign these Post-Effective
Amendments to the above-referenced Registration Statements in reliance on Rule 478 under the Securities Act of 1933, as amended.
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