As filed with the Securities and Exchange Commission on September 7, 1999
Registration No. 333-38645
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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
RACOM SYSTEMS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-1182875
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
No.)
16 WEST 32ND STREET, SUITE 801
NEW YORK, NEW YORK 10001
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(Address, including Zip Code, of Principal Executive Offices)
1993 EMPLOYEE STOCK PLAN
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(Full Title of the Plan)
ERNEST B. KIM
PRESIDENT and CHIEF EXECUTIVE OFFICER
RACOM SYSTEMS, INC.
16 WEST 32ND STREET, SUITE 801
NEW YORK, NEW YORK 10001
(212) 643-2080
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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With a copy to:
RONALD H. JANIS, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(973) 966-6300
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CALCULATION OF REGISTRATION FEE
- ------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- ------------------------------ ----------------------- ---------------------- ---------------------- -----------------------
<S> <C> <C> <C> <C>
N/A* N/A* N/A* N/A* N/A*
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* This Amendment is to terminate the Registration Statement and deregister
shares and plan interests thereunder.
<PAGE>
Post-Effective Amendment
Pursuant to instructions from the Securities and Exchange Commission
(the "Commission"), we are filing this post-effective amendment to terminate the
Racom Systems, Inc. (the "Registrant") Registration Statement on Form S-8,
Registration Number 333-38645, originally filed with the Commission on October
24, 1997, and to deregister securities and plan interests thereunder. A total of
1,700,000 shares were registered under the Registrant's 1993 Employee Stock Plan
(the "Plan").
On March 1, 1999, the Company effected a reverse stock split of the
Company's common stock on the basis of one share for each four and one half
shares, and on July 12, 1999, the Company effected another reverse stock split
of the Company's common stock on the basis of one share for each fifteen shares
(collectively, the "Reverse Stock Splits"). As a result of the Reverse Stock
Splits, the total number of shares registered under the Plan was reduced to
25,185, of which a total of 3,704 shares have been sold. The remaining 21,481
shares and any plan interests are hereby deregistered.
As there are no securities being registered herein, the sole purpose
being to deregister, the disclosure requirements under the Securities Act of
1933, as amended, and the requirements for exhibits under Regulation S-K Item
601 are inapplicable to this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended
(the "Securities Act"), the Registrant certifies that it has reasonable grounds
to believe that it meets all the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, in the State of
New York, as of the 27th day of August, 1999.
RACOM SYSTEMS, INC.
ERNEST B. KIM ALEXANDER T. SHANG
By:__________________ By:_____________________________________
Ernest B. Kim Alexander T. Shang
Chief Executive Officer Chief Financial Officer
(Principal Executive Officer) (Principal Accounting Officer
and Principal Financial Officer)
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and as of
the date indicated.
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Signature Title Date
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<S> <C> <C>
ERNEST B. KIM
_____________________ August 27, 1999
Ernest B. Kim Chief Executive Officer, President
and Chairman of the Board of Directors
(Principal Executive Officer)
ALEXANDER T. SHANG
_____________________ August 27, 1999
Alexander T. Shang Chief Financial Officer and Treasurer
SUN W. YOUNG
_____________________ August 27, 1999
Sun W. Young Director
JIN K. KIM
_____________________ August 27, 1999
Jin K. Kim Director
BENJAMIN CHANG
_____________________ August 27, 1999
Benjamin Chang Director
EDWARD TOBIN
_____________________ August 27, 1999
Edward Tobin Director
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