Registration Statement No. 333-176231
Registration Statement No. 333-143332
Registration Statement No. 333-96753
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-176231
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-143332
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-96753
Under the Securities Act of 1933
U.S. HOME
SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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75-2922239
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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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2951 Kinwest Parkway
Irving, TX 75063
214-488-6324
(Address, Including Zip Code, of Registrants Principal Executive Offices)
U.S. Home Systems, Inc. 2010 Equity Incentive Plan
U.S. Home Systems, Inc. 2004 Restricted Stock Plan
U.S. Home Systems,
Inc. 2000 Stock Compensation Plan
(Full Title of the Plan)
Richard B. Goodner
Vice President - Legal Affairs and General Counsel
U.S. Home Systems,
Inc.
2951 Kinwest Parkway
Irving, TX 75063
(Name and Address of Agent For Service)
(214) 488-6324
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
James S. Ryan, III
Alex Frutos
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
(214) 953-5801
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 definition of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check One):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements of U.S. Home Systems, Inc., a Delaware corporation (the
Company) on Form S-8 (collectively, the Registration Statements):
1. Registration Statement
No. 333-176231, registering an aggregate of 500,000 shares of common stock, par value $0.001 per share, of the Company (Common Stock) under the Companys 2010 Equity Incentive Plan, as previously filed with the U.S. Securities
and Exchange Commission (the SEC) on August 11, 2011;
2. Registration Statement No. 333-143332,
registering an aggregate of 500,000 shares of Common Stock under the Companys 2004 Restricted Stock Plan, as previously filed with the SEC on May 29, 2007; and
3. Registration Statement No. 333-96753, registering an aggregate of 1,190,674 shares of Common Stock under the Companys 2000 Stock Compensation Plan, as previously filed with the SEC on
July 19, 2002;
On October 26, 2012, pursuant to an Agreement and Plan of Merger, dated as of August 6, 2012
(the Merger Agreement), by and among the Company, THD At-Home Services, Inc., a Delaware corporation (Parent), which is a wholly-owned subsidiary of The Home Depot, Inc., and Umpire Acquisition Corp., a Delaware corporation
and wholly-owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company with the Company continuing as the surviving corporation (the Merger).
As a result of the Merger, the Company has terminated any and all offerings of the Companys securities pursuant to the Registration
Statements. In accordance with the undertaking contained in Part II, Item 9(a)(3) of the Registration Statements pursuant to Item 512(a)(3) of Regulation S-K, the Company files these Post-Effective Amendments to terminate the effectiveness
of the Registration Statements and to remove from registration all of the Common Stock which remains unissued under the Registration Statements as of the date hereof, if any.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Irving, Texas, on this
26
th
day of October, 2012.
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U.S. Home Systems, Inc.
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By:
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/s/ Murray H. Gross
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Murray H. Gross
Chairman,
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the
Registration Statements has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Murray H. Gross
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President and Chief Executive Officer
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October 26, 2012
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Murray H. Gross
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(Principal Executive Officer)
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/s/ Robert A. DeFronzo
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Secretary/Treasurer and Chief Financial Officer
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October 26, 2012
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Robert A. DeFronzo
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Richard Griner
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Director
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October 26, 2012
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Richard Griner
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/s/ Don A. Buchholz
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Director
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October 26, 2012
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Don A. Buchholz
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/s/ Larry A. Jobe
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Director
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October 26, 2012
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Larry A. Jobe
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/s/ Kenneth W. Murphy
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Director
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October 26, 2012
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Kenneth W. Murphy
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