<PAGE>
Filed with the Securities and Exchange Commission on September 15, 1999
Registration No. 33-51594
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Network Computing Devices, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 77-0177255
--------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
350 North Bernardo Avenue
Mountain View, CA 94043
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(Address of principal executive offices) (Zip code)
NETWORK COMPUTING DEVICES, INC.
1989 STOCK OPTION PLAN
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(Full title of the plan)
Rudolph G. Morin
President and Chief Executive Officer
Network Computing Devices, Inc.
350 North Bernardo Avenue
Mountain View, CA 94303
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 694-0650
This Post-Effective Amendment No. 2 to the Registration Statement shall
hereafter become effective in accordance with Rule 464 promulgated under the
Securities Act of 1933, as amended.
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TRANSFER OF UNUSED SHARES
Pursuant to Registration Statement No. 33-51594 on Form S-8, Network
Computing Devices, Inc., a Delaware corporation (the "Company"), registered
shares of its Common Stock, $0.001 par value per share, issuable under the
Network Computing Devices, Inc. 1989 Stock Option Plan (the "Predecessor
Plan"). The Predecessor Plan terminated on April 28, 1999, and the Company
has determined that a total of 548,000 of the registered shares (the "Unused
Shares") will not be issued under the Predecessor Plan. The Company has
established effective as of March 31, 1999, the Network Computing Devices,
Inc. 1999 Stock Option Plan (the "Successor Plan"). The Company hereby
transfers the Unused Shares from the Predecessor Plan to the Successor Plan.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the Company
has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Mountain View, California on September 13, 1999.
NETWORK COMPUTING DEVICES, INC.
By: /s/ Gregory S. Wood
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Gregory S. Wood
Vice President
and Chief Financial Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of Network Computing Devices, Inc. whose
signatures appear below, hereby constitute and appoint Rudolph G. Morin and
Gregory S. Wood, and each of them, their true and lawful attorneys and
agents, with full power of substitution, each with power to act alone, to
sign and execute on behalf of the undersigned any amendment or amendments to
this registration statement on Form S-8, and each of the undersigned does
hereby ratify and confirm all that each of said attorney and agent, or their
or his substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------------------------- ---------------------------------------- ------------------
<S> <C> <C>
/s/ Rudolph G. Morin President, Chief Executive Officer and
- ---------------------------------------- Director September 13, 1999
Rudolph G. Morin (Principal Executive Officer)
/s/ Gregory S. Wood Vice President and
- ---------------------------------------- Chief Financial Officer September 13, 1999
Gregory S. Wood (Principal Financial and
Accounting Officer)
/s/ Robert G. Gilbertson
- ---------------------------------------- Chairman of the Board September 13, 1999
Robert G. Gilbertson
/s/ Peter Preuss
- ---------------------------------------- Director September 13, 1999
Peter Preuss
/s/ Philip Greer
- ---------------------------------------- Director September 13, 1999
Philip Greer
- ---------------------------------------- Director
Paul Low
/s/ Stephen A. MacDonald
- ---------------------------------------- Director September 13, 1999
Stephen A. MacDonald
- ---------------------------------------- Director
Douglas H. Klein
</TABLE>
