NITCHES INC
S-8 POS, 1998-01-08
WOMEN'S, MISSES', AND JUNIORS OUTERWEAR
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As filed with the Securities and Exchange Commission on January  8, 1998

                                                      Registration No. 33-11007


                       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. INCENTIVE STOCK OPTION PLAN
                   AS AMENDED AND RESTATED NOVEMBER 17, 1986;
                            (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.  33-11007)  (the
"Second Registration  Statement") for the purposes of removing from registration
under Securities Act of 1933, as amended,  an aggregate of 127,600 shares of the
Registrant's  common stock  ("Common  Stock"),  no par value,  which were unsold
under this Second Registration Statement and were subsequently  registered under
the Registrant's Registration Statement on Form S-8 (Registration No. 33-19924).

         The Registrant filed on July 29, 1986 a Registration  Statement on Form
S-8 to register  134,998  shares of Common Stock  reserved by the Registrant for
offering pursuant to BEEBA'S  CREATIONS,  INC.  INCENTIVE STOCK OPTION PLAN (the
"Plan"). The Second Registration  Statement was filed by the Registrant with the
Securities  and  Exchange  Commission  on  December  29,  1986  to  register  an
additional  150,000  shares  of  Common  Stock  issuable  under  the  Plan.  The
Registrant  subsequently filed on February 5, 1988 its Registration Statement on
Form S-8  (Registration  No. 33-  19924)  covering  the  shares of Common  Stock
registered under the Registration  Statement,  the Second Registration Statement
and an additional 150,000 shares of Common Stock 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 a
separate Executive Option Plan.

         At the time of the  filing of the  Third  Registration  Statement,  the
Registrant had issued a total of 22,400 shares of the original 150,000 shares of
Common Stock registered under this Second Registration Statement.






<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 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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