<PAGE>
As filed on November 20, 1998
Registration No.333-31861
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
POST-EFFECTIVE AMENDMENT NUMBER 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 1-12909
INTERNATIONAL COMPUTEX, INC.
---------------------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-1938206
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
-------------------------------------------------------
(Address of registrant's Principal Executive Offices)
1996 Stock Option Plan and
1995 Restricted Nonqualified Incentive Stock Option Plan
(collectively, the "Plans")
(Full titles of the plans)
---------------------------------------------
Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 577
------------------------------------------------------
(Name and address of agent for service)
Copies of all communications to:
Haim E. Dahan, Chief Executive Officer and
Ralph E. Walter, Chief Financial Officer
International CompuTex, Inc.
5500 Interstate North Parkway, Suite 507
Atlanta, Georgia 30328-4662
(770) 953-1464
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BACKGROUND
- ----------
On July 23, 1997, the Issuer filed with the Commission Registration Statement
No. 333-31861 on Form S-8 in order to register 500,000 shares of Common Stock
for issuance pursuant to the Issuer's 1996 Stock Option Plan. Under the Plan,
27,380 shares were issued under that Registration Statement pursuant to exercise
of options during the period July 23, 1997 through July 23, 1998, leaving
472,620 registered shares unissued. A new Registration Statement on Form S-8,
Registration No. 333-59777, was filed on July 24, 1998, registering 872,620
shares of Common Stock under the Plan. The new Registration Statement was and is
intended to replace Registration Statement No. 333-31861. The new Registration
Statement applies to all shares issued pursuant to options exercised under the
Plan on or after July 24, 1998.
DEREGISTRATION
- --------------
Based upon the foregoing, the Issuer hereby deregisters the 472,620 shares of
Common Stock heretofore registered and not sold pursuant to Registration
Statement No. 333-31861.
Page 2 of 3 Pages
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SIGNATURES
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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 be signed on its behalf by the undersigned, thereunto duly
authorized in the State of Georgia, on November 18, 1998.
INTERNATIONAL COMPUTEX, INC.
By: /s/ Haim E. Dahan
-------------------------------------------------
Haim E. Dahan, Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment has been signed below by the following persons in the capacities and
on the dates indicated.
Name Capacity Date
- ---- -------- ----
* Director November 18, 1998
- ------------------------
Leo Benatar
/s/ Haim E. Dahan Director, Chief Executive November 18, 1998
- ------------------------ Officer (Principal Executive
Haim E. Dahan Officer) and President
/s/ Michael J. Galvin Director and Vice President November 18, 1998
- ------------------------ of Research and Development
Michael J. Galvin
* Director and Treasurer November 18, 1998
- ------------------------
Patricia Tuxbury Salem
* Director November 18, 1998
- ------------------------
Hugh E. Sawyer
/s/ Ralph E. Walter Chief Financial Officer and November 18, 1998
- ------------------------ Controller (Principal Financial
Ralph E. Walter and Accounting Officer)
*By: /s/ Haim E. Dahan November 18, 1998
----------------------------------
Haim E. Dahan, as Attorney-in-Fact
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