- Post-Effective Amendment to an S-8 filing (S-8 POS)
June 05 2009 - 12:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 5, 2009
Registration No. 333-137498
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
THOMAS GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware
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72-0843540
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(State or other
jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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5221
North OConnor Boulevard,
Suite 500
Irving, Texas
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75039-3714
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(Address of
Principal Executive Offices)
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(Zip Code)
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THOMAS GROUP, INC. 401(k) SAVINGS PLAN
(Full title of the plan)
Earle Steinberg
President
and Chief Executive Officer
Thomas
Group, Inc.
5221
North OConnor Boulevard, Suite 500
Irving, Texas
75039-3714
(Name and address of agent for service)
(972)
869-3400
(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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REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 to Form S-8
relates to the Registration Statement on Form S-8 (Registration No. 333-137498)
of Thomas Group, Inc. (the Company).
The Registration Statement registered 1,000,000 shares of common stock,
par value $0.01 per share, of the Company (the Shares), which were to be
offered and sold pursuant the Thomas Group, Inc. 401(k) Savings Plan, as
amended and restated (the Plan), and an indeterminate amount of plan
interests. Effective January 31,
2009, participants in the Plan were no longer permitted to direct the
investment of their Plan accounts into a stock fund comprised solely of shares
of Company common stock and all shares of Company common stock previously held
in such stock fund were subsequently liquidated. In accordance with an undertaking made by the
Company in the Registration Statement to remove by means of a post-effective
amendment any securities that remain unsold at the termination of the offering,
this Post-Effective Amendment is being filed to remove from registration the
Shares and plan interests not heretofore sold pursuant to the Registration
Statement. The Registration Statement is
hereby amended, as appropriate, to reflect the deregistration of such Shares
and plan interests.
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SIGNATURE
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 June 5, 2009.
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THOMAS GROUP, INC.
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By
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/s/ Frank Tilley
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Frank Tilley
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Vice President and Interim Chief Executive Officer
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SIGNATURE
Thomas
Group, Inc. 401(k) Savings Plan
.
Pursuant
to the requirements of the Securities Act of 1933, as amended, the trustee (or
other persons who administer the employee benefit plan) has duly caused this
Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on June 5, 2009.
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THOMAS GROUP, INC. 401(k) SAVINGS PLAN
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By:
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/s/ Frank Tilley
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Frank Tilley
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Member of the 401(k) Plan Administration Committee
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