-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SRSlGmLel8Wk849hVEq5UzjV0Mt82dsf5f/XlPatFIkhGR6vA760bwNx44ZxQqFy tGun+Ep6xu7IsQdFJ+uIKA== 0000909334-06-000017.txt : 20060113 0000909334-06-000017.hdr.sgml : 20060113 20060113121423 ACCESSION NUMBER: 0000909334-06-000017 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060113 DATE AS OF CHANGE: 20060113 EFFECTIVENESS DATE: 20060113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TMS INC /OK/ CENTRAL INDEX KEY: 0000835412 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911098155 STATE OF INCORPORATION: OK FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-65604 FILM NUMBER: 06528997 BUSINESS ADDRESS: STREET 1: 206 WEST SIXTH AVENUE STREET 2: PO BOX 1358 CITY: STILLWATER STATE: OK ZIP: 74076 BUSINESS PHONE: 4053770880 MAIL ADDRESS: STREET 1: 206 WEST 6TH AVE STREET 2: PO BOX 1358 CITY: STILLWATER STATE: OK ZIP: 74076-1358 S-8 POS 1 tmsamespp-11306.txt As Filed with the Securities and Exchange Commission on January 13, 2006 Registration No. 333-65604 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 TMSS LIQUIDATION, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) OKLAHOMA 91-1098155 - --------------------------------------------- ------------------- (State or other jurisdiction of incorporation (I.R.S. Employer or organization) Identification No.) 5811 Trenton Ave. Stillwater, Oklahoma 74074 ---------------------------------------- (Address of principal executive offices) TMS, Inc. Employee Stock Purchase Plan -------------------------------------- (Full title of the plan) Deborah D. Mosier 5811 Trenton Ave. Stillwater, Oklahoma 74074 (405) 707-9060 - ------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) Copies to: Chris Coleman, Esq. McAfee & Taft A Professional Corporation Tenth Floor, Two Leadership Square 211 North Robinson Oklahoma City, Oklahoma 73102-7103 Telephone: (405) 235-9621 Facsimile: (405) 235-0439 =============================================================================== EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 23, 2001 (Registration No. 333-65604) (the "Registration Statement") deregisters shares of the common stock of TMSS, Liquidation, Inc. (formerly known as TMS, Inc.) (the "Company"), par value $0.05 per share, that had been registered for issuance under the Company's Employee Stock Purchase Plan (the "Plan"). The Plan has been terminated and no securities are outstanding under the Plan. At a special meeting held on December 17, 2004, the Company's shareholders approved the sale of substantially all of its assets to PIC Acquisition, Inc., a wholly owned subsidiary of Pegasus Imaging Corporation, and approved a plan of liquidation and dissolution of the Company. The Company also completed the sale of its membership interest in VSC Technologies, LLC to Measurement Incorporated. On June 30, 2005, the Company filed a certificate of dissolution with the state of Oklahoma and on August 15, 2005, the NASD Non-NASDAQ OTC Bulletin Board discontinued trading its common stock. On November 15, 2005, the Company transmitted approximately $1,942,000 in cash to its transfer agent to be used for a final liquidation payment to its shareholders. Each shareholder of record as of August 15, 2005 became entitled to receive $.148 in cancellation of each share of Company common stock previously held. The transfer agent mailed all checks to the Company's former shareholders on January 11, 2006. ================================================================================ 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 the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stillwater, State of Oklahoma, on the 13th day of January 2006. (Registrant) TMSS LIQUIDATION, INC. By: /s/ Deborah D. Mosier Deborah D. Mosier President and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the 13th day of January 2006. Signature Title - --------- ----- /s/ Don Brown, Jr. Director - ------------------------------------ Don Brown, Jr. /s/ Arthur D. Crotzer Director - ------------------------------------ Arthur D. Crotzer President, Chief Financial Officer /s/ Deborah D. Mosier and Director - ------------------------------------ Deborah D. Mosier /s/ Russell W. Teubner Director - ------------------------------------ Russell W. Teubner -----END PRIVACY-ENHANCED MESSAGE-----