As filed on March 29, 1999
Registration No. 333-59777
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(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)
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Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 577-6000
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(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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<PAGE>
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 intended to replace Registration
Statement No. 333-31861 and applied to all shares issued pursuant to
options exercised under the Plan on or after July 24, 1998. From July 24,
1998 through the date hereof, 2,880 shares were issued under Form S-8
Registration Statement No. 333-59777, leaving 869,740 shares of Common
Stock available under that Registration Statement.
On March 25, 1999, the Issuer filed with the Commission a Form 15 to
suspend its duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934.
DEREGISTRATION
Based upon the foregoing, the Issuer hereby deregisters the 869,740 shares
of Common Stock heretofore registered and not sold pursuant to Registration
Statement No. 333-59777.
<PAGE>
SIGNATURES
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 March
24, 1999.
INTERNATIONAL COMPUTEX, INC.
By: /s/ Haim E. Dahan
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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
- --------------------------
Leo Benatar
/s/ Haim E. Dahan Director, Chief Executive March 24, 1999
- -------------------------- Officer (Principal
Haim E. Dahan Executive Officer) and
President
* Director and Vice
- -------------------------- President of Research
Michael J. Galvin and Development
* Director and Treasurer
- --------------------------
Patricia Tuxbury Salem
* Director
- --------------------------
Hugh E. Sawyer
/s/ Ralph E. Walter Chief Financial Officer March 24, 1999
- --------------------------- and Controller (Principal
Ralph E. Walter Financial and Accounting
Officer)
*By: /s/ Haim E. Dahan March 24, 1999
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Haim E. Dahan,
as Attorney-in-Fact
