NITCHES INC
S-8 POS, 1998-01-08
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As filed with the Securities and Exchange Commission on January 8, 1998

                                                       Registration No. 33-7599


                       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
                              ---------------------

                                  NITCHES, INC.
               (Exact name of issuer as specified in its charter)

            California                                  95-2848021
    (State of Incorporation)                (IRS Employer Identification No.)

                              10280 Camino Santa Fe
                           San Diego, California 92121
               (Address of Principal Executive Offices) (Zip Code)


                           Steven P. Wyandt, President
                                  NITCHES, INC.
                              10280 Camino Santa Fe
                           San Diego, California 92121
                     (Address and name of agent for service)

                                 (619) 625-2633
          (Telephone number, including area code, of agent for service)
                              ---------------------

            BEEBA'S CREATIONS, INC. 1985 INCENTIVE STOCK OPTION PLAN
                            (Full title of the plans)
                              ---------------------

                                   Copies to:

                            JAMES A. MERCER III, Esq.
                      Luce, Forward, Hamilton & Scripps LLP
                           600 W. Broadway, Suite 2600
                           San Diego, California 92101
                              ---------------------











<PAGE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


                                EXPLANATORY NOTE

         Nitches,  Inc.,  a  California  corporation  formerly  known as Beeba's
Creations,  Inc.("Registrant") hereby files this Post- Effective Amendment No. 1
to  its  Registration   Statement  on  Form  S-8   (Registration   No.  33-7599)
("Registration  Statement") for the purposes of removing from registration under
Securities  Act of 1933,  as  amended,  an  aggregate  of 130,398  shares of the
Registrant's common stock ("Common Stock"),  no par value,  registered under the
Registration  Statement which were unsold under this Registration  Statement and
subsequently  registered under the Registrant's  Registration  Statement on Form
S-8 (Registration No. 33-19924).

         The Registration  Statement was originally filed by the Registrant with
the Securities  and Exchange  Commission on July 29, 1986 to register the shares
of Common Stock  reserved by the  Registrant  for  offering  pursuant to BEEBA'S
CREATIONS,  INC. 1985 INCENTIVE  STOCK OPTION PLAN (the "Plan").  The Registrant
subsequently  filed on December 29, 1986 its Registration  Statement on Form S-8
(Registration  No.  33-11007) to register an additional  150,000 shares reserved
for  issuance  under  the  Plan  (the  "Second  Registration  Statement").   The
Registrant  subsequently filed on February 5, 1988 its Registration Statement on
Form S-8  (Registration  No. 33-19924)  covering the shares registered under the
Registration  Statement,  the Second  Registration  Statement  and an additional
150,000  shares  reserved for issuance  under the Plan (the "Third  Registration
Statement"). Finally, on February 16, 1990 the Registrant filed its Registration
Statement  on Form S-8  (Registration  No.  33-33293)  to register the shares of
Common Stock  covered by the  Registration  Statement,  the Second  Registration
Statement,  the Third Registration  Statement,  as well as an additional 150,000
shares of Common Stock to be issued under the Plan and 150,000  shares of Common
Stock to be issued under a separate Executive Option Plan.

         At the time of filing the Second Registration Statement, the Registrant
had  issued a total of 4,600  shares of the  original  134,998  shares of Common
Stock registered under the Registration Statement.






<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  cf  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 amendment to
the  Registration  Statement  to be  signed on its  behalf  by the  undersigned,
thereunto duly authorized,  in the City of San Diego, and State  California,  on
this 8th day of January, 1998.

                                            NITCHES, INC.



                                            By:\s\ STEVEN P. WYANDT
                                               --------------------------------
                                               Steven P. Wyandt, President
                                               and Chief Executive Officer








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