0000082628-13-000041.txt : 20131206 0000082628-13-000041.hdr.sgml : 20131206 20131206151539 ACCESSION NUMBER: 0000082628-13-000041 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20131206 DATE AS OF CHANGE: 20131206 EFFECTIVENESS DATE: 20131206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYMMETRICOM INC CENTRAL INDEX KEY: 0000082628 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 951906306 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-191126 FILM NUMBER: 131262844 BUSINESS ADDRESS: STREET 1: 2300 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131-1017 BUSINESS PHONE: 408-433-0910 MAIL ADDRESS: STREET 1: 2300 ORCHARD PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95131-1017 FORMER COMPANY: FORMER CONFORMED NAME: SILICON GENERAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REDCOR CORP DATE OF NAME CHANGE: 19820720 S-8 POS 1 s-8possymmamendedandrestat.htm S-8 POS S-8 POS SYMM Amended and Restated 2006 Incentive Award Plan


As filed with the Securities and Exchange Commission on December 6, 2013    Registration No. 333-191126

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________________________________________ 
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
_______________________________________________ 
SYMMETRICOM, INC.
(Exact Name of Registrant as Specified in its Charter)
_______________________________________________ 

Delaware
 
95-1906306
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
2300 Orchard Parkway
San Jose, CA 95131-1017
(Address, including ZIP Code, of Principal Executive Offices)
_______________________________________________
Amended and Restated Symmetricom, Inc.
2006 Incentive Award Plan
(Full Title of the Plan)
_______________________________________________ 
Steven G. Litchfield
President, Chief Executive Officer and Chief Financial Officer
Symmetricom, Inc.
c/o Microsemi Corporation
One Enterprise
Aliso Viejo, California 92656
(949) 380-6100
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

COPIES TO:

Warren T. Lazarow, Esq.
Loren J. Weber, Esq.
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, California 94025-7019
(650) 473-2600
_______________________________________________





EXPLANATORY NOTE
Symmetricom, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 12, 2013 (Commission File No. 333-191126 and referred to herein as the “Registration Statement”) with respect to shares of the Registrant’s common stock (the “Common Stock”), thereby registered for offer or sale pursuant to the Amended and Restated Symmetricom, Inc. 2006 Incentive Award Plan (the “Plan”). A total of 2,000,000 shares of Common Stock were initially registered for issuance under the Registration Statement.
On November 26, 2013, after completion of a tender offer (the “Offer”) by PETT Acquisition Corp. (“Merger Sub”), a wholly owned subsidiary of Microsemi Corporation (“Parent”), for all of the outstanding shares of Common Stock, Merger Sub merged with and into the Registrant (the “Merger”). Pursuant to the Merger, each outstanding share of Common Stock not tendered in the Offer (other than the shares of Common Stock held in the treasury of the Registrant or owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or the Registrant, which shares were cancelled in the Merger) was converted into the right to receive $7.18 per share, in cash, without interest. The Merger became effective upon filing of the Certificate of Merger with the Office of the Secretary of State of the State of Delaware on November 26, 2013.
As a result of the Merger, the Registrant has terminated the offering of the Common Stock pursuant to its existing registration statements, including the Registration Statement, and no future awards will be made under the Plan. The purpose of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement is to deregister the shares of Common Stock that were registered under the Registration Statement and remain available for issuance under the Plan (referred to herein as the “Plan Shares”). The Plan Shares are hereby deregistered.





SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (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 No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Aliso Viejo, State of California, on December 6, 2013.

 
 
 
 
 
 
 
Symmetricom, Inc.
 
 
 
 
 
By
 
/s/ Steven G. Litchfield
 
 
 
Steven G. Litchfield
 
 
 
President,
Chief Executive Officer and
Chief Financial Officer
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Form S-8 Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Steven G. Litchfield
 
Director, President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
 
December 6, 2013
Steven G. Litchfield
 
 
 
 
 
 
 
 
/s/ Russell Garcia
 
Director
 
December 6, 2013
Russell Garcia
 
 
 
 
 
 
 
 
 
/s/ Paul Pickle
 
Director
 
December 6, 2013
Paul Pickle