Printronix Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
January 08 2008 - 9:20AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 8, 2008
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-134769)
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
Printronix, 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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95-2903992
(I.R.S. Employer
Identification No.)
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14600 Myford Road
Irvine, California 92606
(Address, Including Zip Code, of Principal Executive Offices)
Printronix, Inc.
2005 Stock Option Plan
(Full title of the plans)
Robert A. Kleist
Chief Executive Officer
Printronix, Inc.
14600 Myford Road
Irvine, California 92606
(714) 368-2300
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
COPY TO:
Steve L. Camahort, Esq.
OMelveny & Myers LLP
275 Battery Street, Suite 2600
San Francisco, California 94111
TABLE OF CONTENTS
RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-134769) (the Registration Statement)
of Printronix, Inc., a Delaware corporation (Printronix), pertaining to the registration of
600,000 shares of common stock of Printronix, par value $0.01 per share (the Printronix Common
Stock), to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and
Exchange Commission on June 6, 2006.
Pioneer Holding Corp., a Delaware corporation (Pioneer), Pioneer Sub Corp., a Delaware
corporation and wholly owned subsidiary of Pioneer (Merger Sub), and Printronix entered into an
Agreement and Plan of Merger dated as of October 1, 2007 (the Merger Agreement), pursuant to
which, among other things, Merger Sub would be merged with and into Printronix, Printronix would
become a wholly-owned subsidiary of Pioneer, and all outstanding shares of Printronix Common Stock
would be converted into the right to receive $16.00 in cash (these actions are collectively
referred to as the Merger).
On December 27, 2007, Printronix held a special meeting of stockholders at which the Printronix
stockholders adopted the Merger Agreement. The Merger became effective following the filing of a
Certificate of Merger with the Secretary of State of the State of Delaware on January 8, 2008 (the
Effective Time).
As a result of the Merger, Printronix has terminated all offerings of Printronix Common Stock
pursuant to its existing registration statements, including the Registration Statement. In
accordance with an undertaking made by Printronix in the Registration Statement to remove from
registration, by means of a post-effective amendment, any shares of Printronix Common Stock which
remain unsold at the termination of the offering, Printronix hereby removes from registration all
shares of Printronix Common Stock registered under the Registration Statement which remain unsold
as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons
on January 8, 2008 in the capacities indicated.
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PRINTRONIX, INC.
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By:
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/s/ Robert A. Kleist
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Robert A. Kleist
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Chief Executive Officer
(Principal Executive Officer)
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Signature
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Title
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Date
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/s/ George Harwood
George Harwood
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Chief Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
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January 8, 2008
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/s/ Alexander R. Slusky
Alexander R. Slusky
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Director
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January 8, 2008
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/s/Amish Mehta
Amish Mehta
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Director
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January 8, 2008
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/s/ Dewey Chambers
Dewey Chambers
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Director
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January 8, 2008
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