As filed with the Securities and Exchange Commission on August 30, 2010
Registration No. 333-139177
UNITED STATES
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
BALLANTYNE STRONG, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE |
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47-0587703 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification No.) |
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incorporation or organization) |
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4350 McKinley Street, Omaha, Nebraska |
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68112 |
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(Address of Principal Executive Offices) |
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(ZIP Code) |
BALLANTYNE OF OMAHA, INC. 2005 OUTSIDE DIRECTORS STOCK OPTION PLAN
BALLANTYNE OF OMAHA, INC. 2005 EMPLOYEE STOCK PURCHASE PLAN
BALLANTYNE OF OMAHA, INC. RESTRICTED STOCK PLAN
(Full title of the plans)
KEVIN S. HERRMANN
SECRETARY AND CHIEF FINANCIAL OFFICER
BALLANTYNE STRONG, INC.
4350 MCKINLEY STREET
OMAHA, NE 68112
(402) 453-4444
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
Copy to:
MICHAEL C. PALLESEN
CLINE WILLIAMS WRIGHT JOHNSON & OLDFATHER, L.L.P.
1125 SOUTH 103rd STREET, SUITE 600
OMAHA, NEBRASKA 68124-1090
402-397-1700
402-397-1806
CALCULATION OF REGISTRATION FEE
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Title of each class of |
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Amount to |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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Common Stock |
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(1) |
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(1) |
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(1) |
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(1) |
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(1) No additional shares are being registered and registration fees were paid upon filing of the original Form S-8 Registration Statement with the Securities and Exchange Commission on December 7, 2006 (Registration No. 333-139177) for the plans. Therefore, no further registration fee is required.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on December 7, 2006 (Registration No. 333-139177) (the “Registration Statement”) is filed to provide Exhibits 99.2.1 and 99.3.1. These exhibits reflect amendments to the 2005 Employee Stock Purchase Plan and the Restricted Stock Plan which extend the duration of the plans to October 2013 and September 2013, respectively. The amendments were both approved at the 2010 Annual Meeting of Stockholders. Also filed is Exhibit 24.1, a Power of Attorney.
This Post Effective Amendment No. 1 shall become effective upon filing with the Securities and Exchange Commission pursuant to Rule 464 under the Securities Act of 1933, as amended. Except as provided herein, the contents of the Registration Statement remain unchanged.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. EXHIBITS
See Exhibit Index on page 4.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective Amendment No. 1 to Registration Statement Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on August 30, 2010.
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BALLANTYNE STRONG, INC. |
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By: |
/s/ Kevin S. Herrmann |
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Name: |
Kevin S. Herrmann |
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Title: |
Secretary and Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated below and on August 30, 2010.
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Signature |
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Title |
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Date |
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/s/ William F. Welsh, II (1) |
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William F. Welsh, II |
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Director and Chairman of the Board |
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August 30, 2010 |
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/s/ John P. Wilmers |
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John P. Wilmers |
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Director, President and Chief Executive Officer |
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August 30, 2010 |
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/s/ Alvin Abramson (1) |
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Alvin Abramson |
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Director |
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August 30, 2010 |
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/s/ Marc E. LeBaron (1) |
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Marc E. LeBaron |
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Director |
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August 30, 2010 |
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/s/ Mark D. Hasebroock (1) |
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Director |
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August 30, 2010 |
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Mark D. Hasebroock |
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/s/ Christopher E. Beach (1) |
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Christopher E. Beach |
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Director |
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August 30, 2010 |
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/s/ Steven J. Schuster (1) |
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Steven J. Schuster |
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Director |
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August 30, 2010 |
The Plan. Pursuant to the requirements of the Securities Act of 1933, the following persons, in their capacities as members of the Compensation Committee (as administrators of the Plan), have 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 Omaha, State of Nebraska, on August 30, 2010.
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Signature |
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Date |
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/s/ Christopher E. Beach (1) |
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Christopher E. Beach |
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August 30, 2010 |
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/s/ William F. Welsh, II (1) |
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William F. Welsh, II |
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August 30, 2010 |
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/s/ Marc E. LeBaron (1) |
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Marc E. LeBaron |
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August 30, 2010 |
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/s/ Mark D. Hasebroock (1) |
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Mark D. Hasebroock |
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August 30, 2010 |
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/s/ Steven J. Schuster (1) |
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Steven J. Schuster |
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August 30, 2010 |
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(1) By: |
/s/ Kevin S. Herrmann |
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Kevin S. Herrmann, Attorney-in- Fact |
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August 30, 2010 |
EXHIBIT INDEX
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Exhibit Index |
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5.1 |
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Opinion of Counsel. (previously filed as an exhibit to the Registration Statement on Form S-8 filed December 7, 2006, Registration No. 333-139177). |
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23 |
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Consent of KPMG, LLP (incorporated by reference to Exhibit 23 to the Annual Report on Form 10-K, as amended for the fiscal year ended December 31, 2009). |
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23.1 |
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Consent of Ernst & Young, LLP (incorporated by reference to Exhibit 23.1 to the Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2009). |
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23.2 |
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Consent of Counsel (included in Exhibit 5.1). |
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24.1 |
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Power of Attorney (filed herewith). |
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99.1 |
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2005 Outside Directors Stock Option Plan (incorporated by reference to Appendix C to the Schedule 14A Definitive Proxy Statement for the Company’s 2005 Annual Meeting). * |
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99.2 |
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2005 Employee Stock Purchase Plan (incorporated by reference to Appendix B to the Schedule 14A Definitive Proxy Statement for the Company’s 2005 Annual Meeting). * |
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99.2.1 |
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Amendment No. 1 to 2005 Employee Stock Purchase Plan (incorporated by reference to Exhibit B to the Schedule 14A Definitive Proxy Statement for the Company’s 2010 Annual Meeting). * |
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99.3 |
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Restricted Stock Plan (incorporated by reference to Appendix D to the Schedule 14A Definitive Proxy Statement for the Company’s 2005 Annual Meeting). * |
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99.3.1 |
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Amendment No. 1 to Restricted Stock Plan (incorporated by reference to Exhibit C to the Schedule 14A Definitive Proxy Statement for the Company’s 2010 Annual Meeting). * |
* - Compensatory plan.