0001469299-11-000361.txt : 20110527 0001469299-11-000361.hdr.sgml : 20110527 20110526202034 ACCESSION NUMBER: 0001469299-11-000361 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110526 EFFECTIVENESS DATE: 20110527 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 5to1 Holding Corp. CENTRAL INDEX KEY: 0001428203 STANDARD INDUSTRIAL CLASSIFICATION: JEWELRY, PRECIOUS METAL [3911] IRS NUMBER: 208069359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-173592 FILM NUMBER: 11875842 BUSINESS ADDRESS: STREET 1: 101 MIDDLESEX TURNPIKE CITY: BURLINGTON, STATE: MA ZIP: 01803 BUSINESS PHONE: 213-689-9300 MAIL ADDRESS: STREET 1: 101 MIDDLESEX TURNPIKE CITY: BURLINGTON, STATE: MA ZIP: 01803 FORMER COMPANY: FORMER CONFORMED NAME: FTOH Corp DATE OF NAME CHANGE: 20101029 FORMER COMPANY: FORMER CONFORMED NAME: Tri-Mark MFG, Inc. DATE OF NAME CHANGE: 20080226 S-8 POS 1 forms8pos5to1052611.htm 5TO1 FORM S-8 POS 05/26/11 forms8pos5to1052611.htm
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



5to1 Holding Corp.
(Exact name of registrant as specified in its charter)

Delaware
3911
26-3461705
(State or other jurisdiction of
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Incorporation or organization)
  
Identification No.)
 
 
1453 3rd Street
Santa Monica, CA 90401
(800) 521-0770
  
(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 

 
James Heckman
1453 3rd Street
Santa Monica, CA 90401
(800) 521-0770
  
(Address including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Harvey Kesner, Esq.
61 Broadway, 32nd Floor
New York, New York 10006
(212) 930-9700
 
2011 Equity Incentive Plan
(Full Title of the Plan)
 


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 12b2 of the Exchange Act.
 
 
Large accelerated filer
[  ]
Accelerated filer 
[   ]
 
Non-accelerated filer
[  ]
(Do not check if a smaller reporting company)
Smaller reporting company
[X]
 

 


 
1
 
 
 
 
DEREGISTRATION OF SHARES
 
This Post-Effective Amendment No. 1 to Form S-8 (No. 333-173592), which was declared effective by the Securities and Exchange Commission on April 19, 2011 (the “Registration Statement”), is being filed to deregister all securities that were previously registered under the Registration Statement and have not been sold or otherwise issued as of the date of the filing hereof, and to terminate the effectiveness of the Registration Statement.
 
 
 
 


 
2
 


 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Monica, State of California, on May 26, 2011
 
 
5to1 Holding Corp.
     
 
By:  
/s/ James Heckman
   
James Heckman, Chief Executive Officer (Principal Executive Officer)
     
 
By:
/s/ Mitchell Chun
   
Mitchell Chun, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
 
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 dates indicated.

Signature
  
Title
  
Date
         
/s/ James Heckman
        
James Heckman
  
Chief Executive Officer and Director
(Principal Executive Officer)
  
May 26, 2011
         
/s/ Mitchell Chun
        
Mitchell Chun
  
Chief Financial Officer
(Principal Accounting and Financial Officer)
  
May 26, 2011
         
/s/ Michael Mathews
        
Michael Mathews
  
Director
  
May 26, 2011