As filed with the Securities and Exchange Commission on January 18, 2012

File No. 333-162943

 

 

 

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

 

 

FORCE PROTECTION, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada		84-1383888
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o General Dynamics Corporation

2941 Fairview Park Drive, Suite 100

Falls Church, Virginia 22042-4513

(703) 876-3000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

FORCE PROTECTION, INC.

DEFERRED COMPENSATION PLAN

(Full title of the plan)

 

 

Gregory S. Gallopoulos, Esq.

Vice President

Force Protection, Inc.

c/o General Dynamics Corporation

2941 Fairview Park Drive, Suite 100

Falls Church, Virginia 22042-4513

(703) 876-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated Filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of Force Protection, Inc., a Nevada corporation (the “Company”), on Form S-8 (Registration No. 333-162943), filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2009 (the “Registration Statement”), which registered the registration of $33,000,000 of Deferred Compensation Plan Obligations (the “Obligations”) to be offered pursuant to the Force Protection, Inc. Deferred Compensation Plan.

On December 19, 2011, pursuant to the Agreement and Plan of Merger, dated as of November 7, 2011 (as amended, the “Merger Agreement”), by and among General Dynamics Corporation, a Delaware corporation (“Parent”), Falcon Acquisition Corp., a Nevada corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) and the Company, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”). As a result of the Merger, the Company has terminated the offering of the Obligations pursuant to this Registration Statement.

In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Amendment and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sterling Heights, State of Michigan, on January 18, 2012.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title		Date
/s/    Mark C. Roualet Name: Mark C. Roualet		President (Principal Executive Officer)		January 18, 2012
/s/    Evelyn Milam Name: Evelyn Milam		Vice President (Principal Financial Officer)		January 18, 2012
/s/     Evelyn Milam Name: Evelyn Milam		Vice President (Principal Accounting Officer)		January 18, 2012
/s/     Gregory S. Gallopoulos Gregory S. Gallopoulos		Director		January 18, 2012
/s/     David K. Heebner David K. Heebner		Director		January 18, 2012
/s/     L. Hugh Redd L. Hugh Redd		Director		January 18, 2012