S-8 POS 1 s8pos.txt S-8 POS As filed with the Securities and Exchange Commission on January 10, 2002. Registration No. 333-0147 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. ONE TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CTI GROUP (HOLDINGS) INC. (Exact name of Registrant as specified in its charter) Delaware 51-0308583 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) CTI GROUP (HOLDINGS) INC. 333 North Alabama Street Suite 240 Indianapolis, IN 46204 (Address of Principal Executive Offices; Zip Code) STOCK OPTION AND RESTRICTED STOCK PLAN (Full title of the plan) MANFRED HANUSCHEK Chief Financial Officer CTI Group (Holdings) Inc. 333 North Alabama Street, Suite 240 Indianapolis, IN 46204 (317) 262-4666 (Name and address of agent for service; telephone number, including area code, of agent for service) Copies to: JANE K. STORERO, ESQUIRE Blank Rome Comisky & McCauley LLP One Logan Square Philadelphia, PA 19103 (215) 569-5500 This Post-Effective Amendment No. One to Registration Statement No. 333-01475 filed with the Securities and Exchange Commission on March 5, 1996 is being filed for the purpose of deregistering under the Securities Act of 1933, as amended, 300,000 shares of common stock of CTI Group (Holdings) Inc. (the "Company") issuable upon the exercise of options or pursuant to restricted stock awards under the Stock Option and Restricted Stock Plan of the Company. 300,000 shares of the 600,000 shares of common stock, registered on the above-referenced Registration Statement, were issued upon the exercise of options. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and duly caused this Post-Effective Amendment No. One to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Indianapolis, Indiana as of December 31, 2002. CTI GROUP (HOLDINGS) INC. By: /s/ Bradley Houlberg -------------------------------------------------- Bradley Houlberg, President and Chief Executive Officer (Duly Authorized Officer) Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. One to the Registration Statement on Form S-8 was signed by the following persons in the capacities and as of the dates stated.
SIGNATURE CAPACITY DATE ------------------------------------------- ------------------------------------- ----------------- /s/ Bradley Houlberg President and Chief Executive Officer December 31, 2002 --------------------------- (Principal Executive Officer) Bradley Houlberg /s/ Manfred Hanuschek Chief Financial Officer (Principal Financial December 31, 2002 --------------------------- and Accounting Officer) Manfred Hanuschek /s/ Harold D. Garrison Chairman and Director December 31, 2002 --------------------------- Harold D. Garrison /s/ Michael H. Leeds Director December 31, 2002 --------------------------- Michael H. Leeds /s/ Rupert D. Armitage Director December 31, 2002 --------------------------- Rupert D. Armitage /s/ Steve Bartkiw Director December 31, 2002 --------------------------- Steve Bartkiw /s/ John Birbeck Director December 31, 2002 --------------------------- John Birbeck /s/ Thomas W. Grein Director December 31, 2002 --------------------------- Thomas W. Grein /s/ Salah Osseiran Director December 31, 2002 --------------------------- Salah Osseiran