BOATRACS INC /CA/
S-8 POS, 1998-05-20
COMMUNICATIONS SERVICES, NEC
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As filed with the Securities and Exchange Commission on May 19,
1998
Registration No. 333-29615

               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


                         Boatracs, Inc.
     (Exact Name of Registrant as Specified in Its Charter)



     California                              33-0644381
(State or Other Jurisdiction                (I.R.S. Employer
Identification Number)
of Incorporation or Organization)


6440 Lusk Blvd., Suite D201, San Diego, California       92121
(Address of Principal Executive Offices)              (Zip Code)


             Boatracs, Inc. 1996 Stock Option Plan
                    (Full Title of the Plan)


            Michael Silverman, Chairman of the Board
                         Boatracs, Inc.
                  6440 Lusk Blvd., Suite D201
                  San Diego, California 92121
            (Name and Address of Agent For Service)


                          619-587-1981
  (Telephone Number, Including Area Code of Agent For Service)




                  DEREGISTRATION OF SECURITIES
                                
The Registrant registered 1,000,000 shares on Form S-8 (File No.
333-29615).  These shares had previously been registered on Form
S-8 (File No. 333-01817), and should not have been registered on
File No. 333-29615.  File No. 333-29615 reflected amendments to
the Registrant's 1996 Stock Option Plan which did not affect the
number of shares available for issuance under such plan.  The
Registrant hereby removes from registration the 1,000,000 shares
registered on File No. 333-29615.

                           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 registration statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of San Diego, and State of California on May 19,1998.

                   BOATRACS, INC.



                   By:   /S/ MICHAEL SILVERMAN
                    Michael Silverman, Chairman of the Board

KNOW  ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Michael Silverman and  Jon
Gilbert,  or either of them, jointly and severally, his true  and
lawful   attorneys-in-fact  and  agents,  with  full  powers   of
substitution and resubstitution, for him and in his  name,  place
and  stead,  in  any  and all capacities, to  sign  any  and  all
amendments to this Registration Statement, and to file  the  same
with  all  exhibits  thereto, and other documents  in  connection
therewith, with the Securities and Exchange Commission,  granting
unto  said  attorneys-in-fact and agents full power and authority
to  do  and  perform each and every act and thing  requisite  and
necessary  to be done in and about the premises, as fully  as  to
all  intents  and  purposes as he might or could  do  in  person,
hereby  ratifying  and confirming all that said attorneys-in-fact
and agents, or their substitutes, may lawfully do or cause to  be
done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933,  this
registration  statement has been signed below  by  the  following
persons in the capacities and on the dates indicated:

/S/JON GILBERT              Chief Executive      May 19, 1998
Jon Gilbert                 Officer,                   
                            President,
                            Director
                            
/S/CURT McLELAND            Chief Financial      May 19, 1998
Curt McLeland               Officer

                                                       
/S/MICHAEL SILVERMAN        Chairman of the      May 19, 1998
Michael Silverman           Board                      
                            
                            
                                                       
/S/ANNETTE FRISKOPP         Director             May 19, 1998
Annette Friskopp                                       

                                                       
/S/GILES BATEMAN            Director             May 19, 1998
Giles Bateman                                          

                                                       
/S/LUIS MAIZEL              Director             May 19, 1998
Luis Maizel                                            

                                                       
/S/MITCHELL LYNN            Director             May 19, 1998
Mitchell Lynn                                          

                                                       


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