As filed with the Securities and Exchange Commission on August 10, 2005
Registration No. 333-40740
UNITED STATES 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
AVOCENT CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware |
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4991 Corporate Drive |
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91-2032368 |
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(State of incorporation) |
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(Address of Principal Executive Offices) |
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(I.R.S. Employer Identification No.) |
Apex Inc. Employee Stock Plan
Apex Inc. Employee Stock Purchase Plan
Cybex Computer Products Corporation 1998 Employee Stock Incentive Plan
Cybex Computer Products Corporation 1995 Employee Stock Option Plan
Cybex Computer Products Corporation 1995 Outside Directors Stock Option Plan
(Full title of the plan)
Samuel F. Saracino, Esq.
Executive Vice President of Legal and Corporate Affairs,
General Counsel, and Secretary
9911 Willows Road N.E.
Redmond, Washington 98052
(425) 861-5858
(Name, address, and telephone number of agent for service)
Copy to:
Patrick J. Schultheis, Esq.
Wilson Sonsini Goodrich & Rosati,
Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, WA 98104-7036
(206) 882-2500
A portion of the offering contemplated by this Registration is terminated. Pursuant to the undertakings contained in Item 9 of the Registration Statement, the Registrant files this Post-Effective Amendment No. 1 to deregister 4,000 shares originally registered by the Registration Statement for issuance pursuant to the Cybex Computer Products Corporation 1998 Employee Stock Incentive Plan that remained unsold as of the termination of the offering.
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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 Redmond, State of Washington, on August 9, 2005.
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AVOCENT CORPORATION |
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By: |
/s/ Samuel F. Saracino |
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Samuel F. Saracino |
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Executive Vice President of Legal and Corporate |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel F. Saracino, Edward H. Blankenship and Doyle C. Weeks and each one of them, acting individually and without the other, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ John R. Cooper |
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Chief Executive
Officer and Chairman of the Board |
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August 9, 2005 |
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John R. Cooper |
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/s/ Edward H. Blankenship |
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Senior Vice
President of Finance, Chief Financial |
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August 9, 2005 |
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Edward H. Blankenship |
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Financial Officer and Principal Accounting Officer) |
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Director |
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August 9, 2005 |
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Harold D. Copperman |
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Director |
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August 9, 2005 |
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Francis A. Dramis, Jr. |
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* |
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Director |
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August 9, 2005 |
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Edwin L. Harper |
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Director |
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August 9, 2005 |
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William H. McAleer |
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Director |
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August 9, 2005 |
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Stephen F. Thornton |
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Director |
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August 9, 2005 |
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David P. Vieau |
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President and Director |
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August 9, 2005 |
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Doyle C. Weeks |
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* By: |
/s/ Samuel F. Saracino |
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Samuel F. Saracino |
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Attorney-in-Fact |
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