As filed with the Securities and Exchange Commission on August 29, 1996.
Registration No. 333-2408
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NETSTAR, INC.
(Exact name of issuer as specified in its charter)
MINNESOTA 41-1714009
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10250 VALLEY VIEW ROAD, SUITE 113, MINNEAPOLIS, MINNESOTA 55344
(Address of Principal Executive Offices, including Zip Code)
NETSTAR, INC.
STOCK OPTION INCENTIVE PLAN OF 1992
(AMENDED AND RESTATED AS OF MARCH 14, 1996)
(Full title of the plan)
DUANE S. CARLSON Copy to:
CHIEF FINANCIAL OFFICER MICHELE D. VAILLANCOURT
NETSTAR, INC. WINTHROP & WEINSTINE
10250 VALLEY VIEW ROAD 3000 DAIN BOSWORTH PLAZA CENTER
SUITE 113 60 SOUTH SIXTH STREET
MINNEAPOLIS, MINNESOTA 55344 MINNEAPOLIS, MINNESOTA 55402
(612) 943-8990 (612) 347-0700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Pursuant to Registration Statement No. 333-2408 on Form S-8 (the
"Registration Statement"), NetStar, Inc., a Minnesota corporation (the
"Company"), registered 1,953,000 shares of its common stock, $.01 par value per
share (the "Common Stock"), issuable under the Company's Stock Option Incentive
Plan of 1992 (the "Plan").
On August 15, 1996, pursuant to the terms of an Agreement and Plan of
Merger, dated May 30, 1996 (the "Merger Agreement"), by and among the Company,
Ascend Communications, Inc., a Delaware corporation ("Ascend") and Nebula
Acquisition Corporation, a Minnesota corporation and wholly-owned subsidiary of
Ascend ("Nebula"), Nebula was merged with and into the Company (the "Merger").
On the date of the Merger, the separate existence of Nebula ceased and the
Company became a wholly-owned subsidiary of Ascend. Each share of the Company's
outstanding Common Stock on the date of the Merger was converted into the right
to receive 0.35398 of a share of Ascend common stock. In connection with the
Merger, the Company filed a Certification and Notice of Termination of
Registration under section 12(g) of the Securities Exchange Act of 1934 to
terminate the registration of the Company's Common Stock.
Pursuant to the undertakings contained in the Registration Statement,
the Company hereby removes from registration all the unsold shares of Common
Stock under the Plan.
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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Minneapolis, State of
Minnesota on August 29, 1996.
NETSTAR, INC.
By /s/ Duane S. Carlson
Duane S. Carlson
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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>
* Chairman of the Board, August 29, 1996
- --------------------------------- Chief Executive Officer, President
Douglas M. Pihl (Principal Executive Officer)
and Director
* Director August 29, 1996
- ---------------------------------
Thomas S. Bednarik
* Director August 29, 1996
- ---------------------------------
James D. Edwards
* Director August 29, 1996
- ---------------------------------
Gary A. Stoltz
/s/ Duane S. Carlson Executive Vice President, Chief August 29, 1996
- ----------------------------------- Financial Officer (Principal
Duane S. Carlson Financial Officer), Secretary
and Director
* Vice President Finance, Controller August 29, 1996
- ----------------------------------- (Principal Accounting Officer) and
Wayne A. Zuehlke Treasurer
* /s/ Duane S. Carlson August 29, 1996
----------------------------------
Duane S. Carlson, Attorney-in-Fact
</TABLE>
