S-8 POS 1 0001.txt As Filed with the Securities and Exchange Commission on March 1, 2001 Registration No. 33-89922 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 -------------- POST-EFFECTIVE AMENDMENT TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------- INTERDIGITAL COMMUNICATIONS CORPORATION (Exact Name of Registrant as Specified in Charter) PENNSYLVANIA 23-1882087 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Identification Organization) Number) 781 Third Avenue King of Prussia, Pennsylvania 19406 (610) 878-7800 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) NON-QUALIFIED STOCK OPTION PLAN (Full title of the plan) William J. Merritt, General Counsel InterDigital Communications Corporation 781 Third Avenue King of Prussia, Pennsylvania 19406 (Name and address of agent for service) (610) 878-7800 (Telephone number, including area code, of agent for service) Upon its effectiveness on March 3, 1995, this Registration Statement of InterDigital Communications Corporation (the "Company") on Form S-8, Registration No. 33-89922 (the "Registration Statement"), covered 750,000 shares of common stock of the Company, par value $.01 per share ("Common Stock"), related to options granted or to be granted under the Company's Non-Qualified Stock Option Plan (the "Non-Qualified Plan"). In connection with the approval and adoption by the Company of an award and incentive compensation plan entitled the 2000 Stock Award and Incentive Plan (the "2000 Plan"), all shares remaining available for awards under the Non-Qualified Plan are now available for issuance under the 2000 Plan. No further options to purchase shares of Common Stock will hereafter be granted under the Non-Qualified Plan. Accordingly, by this Post-Effective Amendment, the Company hereby deregisters 537,063 shares of Common Stock covered by the Registration Statement. These deregistered shares represent all of the shares remaining available for awards under the Non-Qualified Plan as of the effective date of the 2000 Plan that are being carried over to the 2000 Plan Registration Statement as shares of Common Stock to be available for offer and sale under the 2000 Plan. Signature Pursuant to the requirements of the Act, and in accordance with Rule 478(a)(4) under the Act, 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 King of Prussia, Pennsylvania, on February 28, 2001. INTERDIGITAL COMMUNICATIONS CORPORATION By: /s/ Howard E. Goldberg --------------------------------------------- Howard E. Goldberg, Chief Executive Officer, the principal executive officer Date: February 28, 2001