As filed with the Securities and Exchange Commission on January 22, 2013
Registration No. 333-161570
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
LML PAYMENT SYSTEMS INC.
(Exact Name of Registrant as Specified in its Charter)
British Columbia, Canada |
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98-0209289 |
(State or Other Jurisdiction |
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(I.R.S. Employer |
of Incorporation |
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Identification Number) |
or Organization) |
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1680-1140 West Pender Street
Vancouver, BC V6E 4G1
(Address of Principal Executive Office and Zip Code)
2009 Stock Incentive Plan
(Full Title of the Plan)
Stefan B. Schulz
Chief Financial Officer
Digital River, Inc.
10380 Bren Road West
Minnetonka, MN 55343
(952) 253-1234
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Ryan G. Miest
Fredrikson & Byron, P.A.
200 South Sixth Street, Suite 4000
Minneapolis, MN 55402
Fax: (612) 492-7077
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer o |
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Accelerated filer o |
Non-accelerated filer o |
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Smaller Reporting Company x |
DEREGISTRATION OF UNSOLD SECURITIES
On August 27, 2009, LML Payment Systems Inc. (the Company) filed a registration statement on Form S-8 (File No. 333-161570) (the Registration Statement). The Registration Statement registered a total of 6,000,000 shares of the Companys common stock, no par value (the Common Stock), to be issued pursuant to the Companys 2009 Stock Incentive Plan. The purpose of this Post-Effective Amendment to the Registration Statement is to withdraw and remove from registration the unissued and unsold shares of Common Stock previously registered under the Registration Statement. Consequently, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company that are registered but unsold under the Registration Statement.
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 Post-Effective Amendment No. 1 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minnetonka, State of Minnesota, on January 22, 2013.
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LML PAYMENT SYSTEMS INC. | |
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By |
/s/ Stefan B. Schulz |
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Stefan B. Schulz |
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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 below by the following persons in the capacities and on the dates indicated.
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Date |
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/s/ Thomas M. Donnelly |
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President, Chief Operating Officer and Director |
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January 22, 2013 |
Thomas M. Donnelly |
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(principal executive officer) |
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/s/ Stefan B. Schulz |
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Chief Financial Officer |
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January 22, 2013 |
Stefan B. Schulz |
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(principal financial and accounting officer) |
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/s/ Kevin L. Crudden, Esq. |
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Director |
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January 22, 2013 |
Kevin L. Crudden, Esq. |
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