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