As filed with the Securities and Exchange Commission on August 10, 2005
Registration No. 333-114414
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
AVOCENT CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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4991 Corporate Drive |
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91-2032368 |
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(State of incorporation) |
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(Address of Principal Executive Offices) |
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(I.R.S. Employer Identification No.) |
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2003 Inducement Plan |
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(Full title of the plan) |
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Samuel F. Saracino, Esq. |
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(Name, address, and telephone number of agent for service) |
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Copy to: |
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Patrick J. Schultheis, Esq. |
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A portion of the offering contemplated by this Registration is terminated. Pursuant to the undertakings contained in Item 9 of the Registration Statement, the Registrant files this Post-Effective Amendment No. 1 to deregister (a) 78,371 shares originally registered by the Registration Statement for issuance pursuant to the Avocent Corporation 2003 Inducement Plan and (b) 146,392 shares originally registered by the Registration Statement for issuance pursuant to the OSA Technologies, Inc. 2000 Stock Plan that remained unsold as of the termination of the offering.
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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on August 9, 2005.
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AVOCENT CORPORATION |
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By: |
/s/ Samuel F. Saracino |
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Samuel F. Saracino |
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Executive Vice President of Legal and Corporate Affairs, General Counsel, and Secretary |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ John R. Cooper |
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Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
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August 9, 2005 |
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John R. Cooper |
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/s/ Edward H. Blankenship |
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Senior Vice President of Finance, Chief Financial Officer, Treasurer, and Assistant Secretary (Principal Financial Officer |
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August 9, 2005 |
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Edward H. Blankenship |
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and Principal Accounting Officer) |
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Director |
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August 9, 2005 |
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Harold D. Copperman |
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Director |
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August 9, 2005 |
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Francis A. Dramis, Jr. |
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Director |
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August 9, 2005 |
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Edwin L. Harper |
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Director |
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August 9, 2005 |
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William H. McAleer |
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Director |
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August 9, 2005 |
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Stephen F. Thornton |
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Director |
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August 9, 2005 |
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David P. Vieau |
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President and Director |
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August 9, 2005 |
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Doyle C. Weeks |
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By: |
/s/ Samuel F. Saracino |
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Samuel F. Saracino |
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Attorney-in-Fact |
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