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As filed with the Securities and Exchange Commission on April 16, 1998
REGISTRATION NOS. 33-3360
33-29754
33-41687
33-68010
33-85106
33-99290
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 AND NO. 3 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ITEQ, INC.
(SUCCESSOR BY MERGER TO ASTROTECH INTERNATIONAL CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 41-1667001
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
(713) 285-2700
(Address, including zip code, and telephone number, including area code, of
registrant's principal
executive offices)
ASTROTECH INTERNATIONAL CORPORATION 1984 STOCK OPTION PLAN
ASTROTECH INTERNATIONAL CORPORATION 1989 STOCK INCENTIVE PLAN
ASTROTECH INTERNATIONAL CORPORATION 1994 STOCK OPTION PLAN FOR EMPLOYEES OF
BROWN-MINNEAPOLIS TANK & FABRICATING CO.
ASTROTECH INTERNATIONAL CORPORATION 1995 NONEMPLOYEE DIRECTORS
STOCK OPTION PLAN
(Full Title of Plans)
LAWRANCE W. MCAFEE
ITEQ, INC.
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
(713) 285-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
T. WILLIAM PORTER
PORTER & HEDGES, L.L.P.
700 LOUISIANA, SUITE 3500
HOUSTON, TEXAS 77002
(713) 226-0600
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DEREGISTRATION OF SHARES OF COMMON STOCK
Pursuant to Registration Statements on Form S-8, being Nos. 33-3360,
33-29754, 33-41687, 33-68010, 33-85106 and 33-99290 (the "AIX Registration
Statements"), Astrotech International Corporation, a Delaware corporation
("AIX"), registered the issuance of 1,500,000; 189,190; 228,838; 100,123;
400,000; and 100,000 shares, respectively, of its common stock, par value $.01
per share (the "AIX Common Stock") under its 1984 Stock Option Plan (the "1984
Plan"), 1989 Stock Incentive Plan (the "1989 Plan"), 1989 Plan, 1989 Plan, 1994
Stock Option Plan for Employees of Brown-Minneapolis Tank & Fabricating Co.,
and 1995 Nonemployee Directors Stock Option Plan (said plans collectively, the
"Plans"), respectively. On October 28, 1997, AIX merged (the "Merger") with
and into ITEQ, Inc., a Delaware corporation (the "Company"), with the Company
being the surviving corporation, and all outstanding shares of AIX common stock
were converted into the right to receive shares of the Company's common stock.
Pursuant to the Merger, the Company amended the Plans to provide for the
issuance of shares of common stock of the Company upon exercise of options
outstanding under the Plans. By registration statement on Form S-8, filed
April 15, 1998, the Company registered the issuance of shares of its common
stock upon exercise of options outstanding under the Plans.
Registration Statement No. 33-3360 relating to the 1984 Plan was
amended by Post-Effective Amendment No. 1, filed March 5, 1986, and
Post-Effective Amendment No. 2, filed August 22, 1988. The other Registration
Statements have not been previously amended. This document constitutes
Post-Effective Amendment No. 1 to Registration Statement Nos. 33-29754,
33-41687, 33-68010, 33-85106 and 33-290 and Post-Effective Amendment No. 3 to
Registration Statement No. 33-3360.
The Company hereby deregisters all unsold shares of AIX Common Stock
registered by the AIX Registration Statements.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on April 16, 1998.
ITEQ, INC.
By: /s/ Mark E. Johnson
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Mark E. Johnson
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 16, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Mark E. Johnson Director, Chairman of the Board,
- ---------------------------------- and Chief Executive Officer
Mark E. Johnson (Principal Executive Officer)
/s/ Lawrance W. McAfee Director, Executive Vice President, Secretary
- ---------------------------------- and Chief Financial Officer
Lawrance W. McAfee (Principal Financial and Accounting Officer)
/s/ Thomas N. Amonett Director
- ----------------------------------
Thomas N. Amonett
Director
- ----------------------------------
Nathan M. Avery
/s/ Pierre S. Melcher Director
- ----------------------------------
Pierre S. Melcher
/s/ T. William Porter Director
- ----------------------------------
T. William Porter
Director
- ----------------------------------
James L. Rainey, Jr.
Director
- ----------------------------------
James A. Read
</TABLE>
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