Unassociated Document
Registration
No. 33-41787
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
PSYCHEMEDICS
CORPORATION
(Exact
name of registrant as specified in
its charter)
DELAWARE
|
|
58-1701987
|
(State
or other jurisdiction of
|
|
(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
|
|
125 Nagog
Park, Acton, Massachusetts 01720
(978)
206-8220
(Address,
including zip code, and telephone number of registrant’s principal
executive offices)
PSYCHEMEDICS
CORPORATION
1989
Non-Qualified Stock Option Plan
1989
Employee Stock Option Plan
1991
Non-Qualified Stock Option Plan
Stock
Option Agreements Pursuant to
Written
Compensation Arrangements
(Full
title of the plans)
Raymond
C. Kubacki
PSYCHEMEDICS
CORPORATION
125 Nagog
Park, Acton, Massachusetts 01720
(978)
206-8220
(Name,
address and zip code and telephone number, including area code, of
agent for service)
Copies
to:
Patrick
J. Kinney, Jr., Esq.
Lynch,
Brewer, Hoffman & Fink, LLP
101
Federal Street
Boston,
Massachusetts 02110
(617)
951-0800
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer” and “large accelerated filer” in Rule 12b-2 of the Securities Exchange
Act of 1934 (check one):
Large
accelerated filer o
|
Accelerated filer
£
|
Non-accelerated
filer £
|
Smaller Reporting Comapny þ
|
|
|
(Do
not check if smaller
|
|
|
|
reporting
Company)
|
|
EXPLANATORY
NOTE
(Termination
of Registration)
Psychemedics Corporation (the
“Registrant”) is filing this Post-Effective Amendment to its Registration
Statement on Form S-8 to withdraw and remove from registration the unissued and
unsold shares of the Registrant’s common stock, par value $0.005 per share (the
“Common Stock”), issuable by the Registrant pursuant to its 1989 Non-Qualified
Stock Option Plan, its 1989 Employee Stock Option Plan, its 1991 Non-Qualified
Stock Option Plan and Stock Options Granted pursuant to Written Compensation
Arrangements previously registered by the Registrant pursuant to Registration
Statement on Form S-8 (No. 33-41787) registering 1,337,000
shares of Common Stock (344,277 shares, as adjusted for a stock dividend in 1996
and a reverse stock split in 2002), filed with the Securities and Exchange
Commission on July 17, 1991 (the “Registration Statement”).
The above referenced stock option plans
and compensation arrangements have all expired by their terms and all options
granted under said plans or arrangements have all likewise expired or have been
fully exercised.
Pursuant to the undertakings contained
in the Registration Statement, the Registrant is filing this Post-Effective
Amendment No. 1 to deregister such number of shares originally registered by the
Registration Statement as remain unsold as of the termination of the above
referenced plans, and the termination, expiration or exercise of the options
offered under such plans.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Company 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 Post Effective Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Acton, Massachusetts, on this 1st day of
February, 2011.
PSYCHEMEDICS
CORPORATION
|
|
|
|
By
|
/s/ Raymond C. Kubacki
|
|
Raymond
C. Kubacki, President
|
|
and
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Post Effective Amendment
to the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Raymond C. Kubacki
|
|
President,
Chief Executive Officer, Director
|
|
February 1,
2011
|
Raymond
C. Kubacki
|
|
(principal
executive
officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Neil Lerner
|
|
Vice
President, and Controller
|
|
|
Neil
Lerner
|
|
(principal
financial officer)
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Harry F. Connick
|
|
Director
|
|
|
Harry
F. Connick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Walter S. Tomenson
|
|
Director
|
|
|
Walter
S. Tomenson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Fred J. Weinert
|
|
Director
|
|
|
Fred
J. Weinert
|
|
|
|
|