sv8pos
As filed with the Securities and Exchange Commission on July 23, 2009
Registration
Nos. 333-16293
333-27663
333-62803
333-40610
333-66466
333-97449
333-117554
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
COHU, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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95-1934119 |
(State or other jurisdiction
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(I.R.S. Employer Identification No.) |
of incorporation or organization) |
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12367 Crosthwaite Circle, Poway, California 92064
(Address Of Principal Executive Offices) (Zip Code)
Cohu, Inc. 1998 Stock Option Plan
Cohu, Inc. 1996 Outside Directors Stock Option Plan
Cohu, Inc. 1996 Stock Option Plan
(Full title of the plans)
Jeffrey D. Jones
Vice President, Finance and Chief Financial Officer
Cohu, Inc.
12367 Crosthwaite Circle, Poway, California 92064
(Name and address of agent for service)
(858) 848-8100
(Telephone number, including area code, of agent for service)
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. (Check one):
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Large accelerated filer o
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Accelerated filer þ
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
TABLE OF CONTENTS
DEREGISTRATION OF SHARES
Effective as of March 11, 2005, Cohu, Inc. (the Registrant) adopted the Cohu, Inc. 2005
Equity Incentive Plan, (the 2005 Plan), which is the successor to the Cohu, Inc. 1998 Stock
Option Plan, the 1996 Outside Directors Stock Option Plan and the 1996 Stock Option Plan
(collectively the Prior Plans). The 2005 Plan provides that shares related to stock options
granted under the Prior Plans that are cancelled or forfeited unexercised shall again be available
for grant under the 2005 Plan. This post-effective amendment to the Registrants previously filed
Registration Statements on Form S-8 listed below (collectively, the Prior Registration
Statements) is filed to deregister 1,306,585 shares previously registered under (1) the 1998 Stock
Option Plan (993,960 shares), (2) the 1996 Outside Directors Stock Option Plan (155,000 shares) and
(3) the 1996 Stock Option Plan (157,625 shares), for which the Registration Statements had remained
in effect with respect to outstanding options previously granted under the Prior Plans. Such
shares relate to stock options that have been cancelled or forfeited unexercised. The Prior
Registration Statements will remain in effect to cover the potential exercise of outstanding stock
options. The shares deregistered by this post-effective amendment were registered on Registration
Statement on Form S-8 No. 333-132605 filed with the Securities and Exchange Commission on March 21,
2006.
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Registration Statement No. 333-16293 filed November 18, 1996; |
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Registration Statement No. 333-27663 filed May 23, 1997; |
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Registration Statement No. 333-62803 filed September 3, 1998; |
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Registration Statement No. 333-40610 filed June 30, 2000; |
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Registration Statement No. 333-66466 filed August 1, 2001; |
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Registration Statement No. 333-97449 filed July 31, 2002; and |
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Registration Statement No. 333-117554 filed July 21, 2004. |
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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 this
post-effective amendment 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 Poway, State of
California, on July 21, 2009.
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COHU, INC.
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By: |
/s/ James A. Donahue
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James A. Donahue |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
The officers and directors of Cohu, Inc. whose signatures appear below, hereby constitute and
appoint James A. Donahue and Jeffrey D. Jones, and each of them, their true and lawful attorneys
and agents, with full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned this post-effective amendment to the registration statements on Form S-8,
and each of the undersigned does hereby ratify and confirm all that each of said attorney and
agent, or their, her or his substitutes, shall 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 dates indicated.
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Signature |
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Date |
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/s/ Charles A. Schwan
Charles A. Schwan
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Chairman of the Board, Director
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July 21, 2009 |
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/s/ James A. Donahue
James A. Donahue
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President, Chief Executive Officer and Director
(Principal
Executive Officer)
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July 21, 2009 |
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/s/ Jeffrey D. Jones
Jeffrey D. Jones
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Vice President, Finance and Chief
Financial Officer,
(Principal
Financial and Accounting Officer)
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July 21, 2009 |
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/s/ Harry L. Casari
Harry L. Casari
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Director
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July 21, 2009 |
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/s/ Robert L. Ciardella
Robert L. Ciardella
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Director
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July 21, 2009 |
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/s/ Harold Harrigian
Harold Harrigian
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Director
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July 21, 2009 |
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