SOFTNET SYSTEMS INC
S-8 POS, 1999-05-10
TELEPHONE INTERCONNECT SYSTEMS
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      As filed with the Securities and Exchange Commission on May 10, 1999
                                                      Registration No. 333-45589


                       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


                              SOFTNET SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

             Delaware                                     11-1817252
 (State or other jurisdiction                  (IRS Employer Identification No.)
  of incorporation or organization)


              650 Townsend Street, San Francisco, California 94103
               (Address of principal executive offices) (Zip Code)

                          1995 Long Term Incentive Plan
                            (Full title of the Plans)


                            Dr. Lawrence B. Brilliant
                Chairman of the Board and Chief Executive Officer
                              SOFTNET SYSTEMS, INC.
                 650 Townsend Street, San Francisco, California
                      94103 (Name and address of agent for
                                    service)

                                 (415) 365-2500
          (Telephone number, including area code, of agent for service)

                                 
This  Post-Effective  Amendment  No.  1  to  the  Registration  Statement  shall
hereafter  become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
<PAGE>

================================================================================

                                RE-INCORPORATION

         On February 4, 1998 SoftNet Systems,  Inc., a New York Corporation (the
"Predecessor  Issuer") filed a Registration  Statement on Form S-8, Registration
Number  333-45589.  SoftNet Systems,  Inc., a Delaware  Corporation which is the
successor to the  Predecessor  Issuer,  hereby adopts pursuant to Rule 414(d) of
the  Securities  Act of 1933 the  Registration  Statement  No.  333-45589 of the
Predecessor  Issuer  for all  purposes  of the  Securities  Act of 1933  and the
Securities Exchange Act of 1934.


                                  RE-ALLOCATION

         On February 4, 1998 Registrant  registered  1,525,952  shares of Common
Stock were  registered  for issuance under the SoftNet  Systems,  Inc. 1995 Long
Term  Incentive  Plan (the "1995 Plan") and Employee Stock Option Plan on a Form
S-8 Registration Statement with the Securities Exchange Commission, Registration
Number  333-45589.  1,350,068  shares  of  such  registered  Common  Stock  were
transferred from the 1995 Plan to the SoftNet Systems, Inc. 1998 Stock Incentive
Plan (the "Successor Plan"), which is the successor to the 1995 Plan. Therefore,
Registrant is hereby re-allocating 1,350,068 of the previously registered shares
under  the 1995  Plan to the  Successor  Plan,  with  such  re-allocation  to be
effective  immediately  upon  the  filing  of  this  Post-Effective   Amendment.
Registrant will re-register those 1,350,068 shares under the Successor Plan on a
new Form S-8 Registration Statement. No further option grants or stock issuances
will be made under the 1995 Plan.
<PAGE>


                                   SIGNATURES

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, 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  Registration  Statement  to be  signed on its  behalf by the  undersigned,
thereunto duly  authorized,  in City of San Francisco,  State of California,  on
this 7th day of May, 1999.


                                     SOFTNET SYSTEMS, INC.

                                     By: /s/ Dr. Lawrence B. Brilliant
                                         ------------------------------------
                                         Dr. Lawrence B. Brilliant
                                         Chairman and Chief Executive Officer


          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Post-Effective  Amendment No. 1 to the Registration  Statement has
been signed below by the following  persons in the  capacities  and on the dates
indicated.

Signatures                                   Title                      Date
- -----------------------------       ---------------------------    -------------

/s/Dr. Lawrence B. Brilliant                              
- -----------------------------
 Dr. Lawrence B. Brilliant           Chairman of the Board and      May 7, 1999
                                      Chief Executive Officer 
                              
/s/ Ronald I. Simon                               
- ----------------------------- 
 Ronald I. Simon                     Vice Chairman of the Board     May 7, 1999
                             
/s/ Ian B. Aaron                            
- -----------------------------
 Ian B. Aaron                          Director and President       May 7, 1999


/s/ Douglas S. Sinclair 
- -----------------------------
 Douglas S. Sinclair                   Chief Financial Officer      May 7, 1999


/s/ Edward A. Bennett
- -----------------------------
 Edward A. Bennett                            Director              May 7, 1999
                             

/s/ Sean P. Doherty  
- -----------------------------
 Sean P. Doherty                              Director              May 7, 1999
                                                          

/s/ Robert C. Harris, Jr.
- -----------------------------
 Robert C. Harris, Jr.                        Director              May 7, 1999



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