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As filed with the Securities and Exchange Commission on July 18, 2000
Registration No. 333-24013
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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
APEX INC.
(Exact name of Registrant as specified in its charter)
9911 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98052
WASHINGTON (425) 861-5858 91-1577634
(State of incorporation) (Address of principal (I.R.S. Employer
executive offices) Identification Number)
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
SAMUEL F. SARACINO, ESQ.
VICE PRESIDENT OF BUSINESS DEVELOPMENT,
GENERAL COUNSEL AND SECRETARY
9911 WILLOWS ROAD N.E.
REDMOND, WASHINGTON 98052
(425) 861-5858
(Name, address, and telephone number of agent for service)
COPY TO:
PATRICK J. SCHULTHEIS, ESQ.
WILSON SONSINI GOODRICH & ROSATI,
PROFESSIONAL CORPORATION
5300 CARILLON POINT
KIRKLAND, WASHINGTON 98033
(425) 576-5800
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Registration Statement No. 333-24013 (the "Registration Statement") covered
an aggregate of 250,000 shares of Common Stock, no par value ("Apex Common
Stock"), of Apex Inc., a Washington corporation ("Apex"), consisting of shares
issuable by the Company pursuant to the Employee Stock Purchase Plan on a
delayed or continuous basis.
On July 1, 2000, pursuant to the terms of an Agreement and Plan of
Reorganization, dated as of March 8, 2000 (the "Merger Agreement"), by and among
Apex, Avocent Corporation (formerly known as Aegean Sea Inc.), a Delaware
corporation ("Avocent"), and Cybex Computer Products Corporation, an Alabama
corporation ("Cybex"), Apex became a wholly-owned subsidiary of Avocent and each
share of Apex Common Stock was converted into 1.0905 shares of the Common Stock,
par value $0.001 per share, of Avocent. In connection with this transaction,
Apex has filed a Certification and Notice of Termination of Registration under
12(g) of the Securities Exchange Act of 1934 to terminate the registration of
Apex Common Stock.
Pursuant to Rule 478 promulgated under the Securities Act of 1933, as
amended (the "Act") and the undertaking contained in the Registration Statement
pursuant to Item 512(a)(3) of Regulation S-K under the Act, Apex hereby removes
from registration the shares of Apex Common Stock that remain unsold as of the
date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Apex has duly caused this post-effective amendment no. 1 to the registration
statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Redmond, State of Washington, on this 18th day
of July, 2000.
APEX INC.
By: /s/ Samuel F. Saracino
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Samuel F. Saracino
Vice President of Business Development,
General Counsel and Secretary
