As
filed
with the Securities and Exchange Commission on March 14, 2006
Registration
No. 333-128050
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
SHELLS
SEAFOOD RESTAURANTS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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65-0427966
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer Identification
Number)
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16313
N. Dale Mabry Highway
Suite
100
Tampa,
Florida 33618
(Address,
including zip code, of principal executive offices)
Shells
Seafood Restaurants, Inc. 2002 Equity Incentive Plan
(Full
Title of the Plan)
Warren
R. Nelson
16313
N. Dale Mabry Highway
Suite
100
Tampa,
Florida 33618
(813)
961-0944
(Name,
address, including zip code, and telephone number, including area code, of
agent
for service)
Copies
of
all communications, including all communications sent to the agent for service,
should be sent to:
Sheldon
G. Nussbaum, Esq.
Fulbright
& Jaworski L.L.P.
666
Fifth Avenue
New
York, New York 10103
(212)
318-3000
Facsimile:
(212) 318-3400
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DEREGISTRATION
OF SECURITIES
Shells
Seafood Restaurants, Inc. (the “Registrant”) is filing this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement (File No. 333-128050) filed
with the Securities and Exchange Commission on September 1, 2005 to deregister
an aggregate of 903,528 shares of common stock, par value $0.01 per share,
issuable under the Registrant’s 2002 Equity Incentive Plan and originally
registered pursuant to its Registration Statement on Form S-8 (File No.
333-128050) filed with the Securities and Exchange Commission on September
1,
2005 (the “Carryover Shares”).
The
Registrant has entered into a Stock Option Agreement (the “Stock Option
Agreement”), dated November 14, 2005, with Leslie J. Christon, pursuant to which
the Registrant granted to Ms. Christon an option to purchase 903,528 shares
of
the Registrant’s common stock, $0.01 par value per share, at an exercise price
per share of $0.85.
Contemporaneously
with the filing of this Post-Effective Amendment No. 1 to Form S-8 Registration
Statement, the Registrant is filing a Registration Statement on Form S-8 to
register the Carryover Shares available for issuance under the Stock Option
Agreement.
In
accordance with the principles set forth in Interpretation 89 under Section
G of
the Manual of Publicly Available Telephone Interpretations of the Division
of
Corporation Finance of the Securities and Exchange Commission (July 1997),
Instruction E to the General Instructions to Form S-8 and Rule 457(p) of the
Securities Act of 1933, the filing fee of $118.04 associated with the Carryover
Shares that was paid in connection with the Registration Statement on Form
S-8
(File No. 333-128050) filed with the Securities and Exchange Commission on
September 1, 2005 is being offset against the total filing fee due under the
Registration Statement on Form S-8 for the Stock Option Agreement that is filed
contemporaneously with the filing of this Post-Effective Amendment No. 1 to
Form
S-8 Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Tampa, State of
Florida,
on this
9th day of March 2006.
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SHELLS
SEAFOOD RESTAURANTS, INC.
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By:
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/s/
Leslie J.
Christon
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Leslie J. Christon
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President and Chief Executive
Officer
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Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on
the
dates indicated.
Signature
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Title
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Date
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/s/
Leslie J.
Christon
Leslie
J. Christon
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President,
Chief Executive Officer
and
Director
(Principal
Executive Officer)
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March
9, 2006
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/s/
Warren R.
Nelson
Warren
R. Nelson
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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March
9, 2006
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/s/
Philip R. Chapman
Philip
R. Chapman
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Chairman
of the Board
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March
9, 2006
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/s/
John F.
Hoffner
John
F. Hoffner
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Director
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March
9, 2006
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/s/
Michael R.
Golding
Michael
R. Golding
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Director
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March
9, 2006
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/s/
Gary L.
Herman
Gary
L. Herman
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Director
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March
9, 2006
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/s/
Christopher D.
Illick
Christopher
D. Illick
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Director
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March
9, 2006
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/s/
Jay A.
Wolf
Jay
A. Wolf
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Director
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March
9, 2006
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