S-8 POS 1 srz9476974v1.txt ELEVON, INC. / FORM S-8 POS Registration No. ============================================================================== 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 -------------------------------------- Elevon, Inc. ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) Delaware 95-2862954 ------------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Identification No.) Incorporation or Organization) 303 Second Street, Three North, San Francisco, California 94107 -------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1992 Employee Stock Purchase Plan, as Amended 1994 Equity Incentive Plan, as Amended ------------------------------------------------------ (Full Title of the Plans) Kirk Isaacson President and Secretary Elevon, Inc. 303 Second Street, Three North San Francisco, California 94107 (415) 495-8811 ------------------------------------------------------------ (Name, Address and Telephone Number of Agent for Service) Copy to: Robert Loper, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 DEREGISTRATION OF SECURITIES Through the filing of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, filed on June 19, 1998 (the "Registration Statement"), Elevon, Inc. hereby deregisters any and all securities that were previously registered pursuant to the Registration Statement that have not been sold or otherwise issued as of the date hereof. 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 has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 28th day of July, 2003. ELEVON, INC. By: /s/ Kirk Isaacson ------------------------- Kirk Isaacson President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated, on this 28th day of July, 2003. Name, Signature and Title ------------------------- /s/ Kirk Isaacson ------------------------- Kirk Isaacson President, Secretary and Sole Director (principal executive officer) /s/ Stephen Earhart ------------------------- Stephen Earhart Treasurer (principal financial and accounting officer)