As filed with the Securities and Exchange Commission on February 9, 2011 — Registration No. 33-92918
 
 
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
ENERGY CONVERSION DEVICES, INC.
(Exact name of registrant as specified in its charter)
     
Delaware   38-1749884
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
3800 Lapeer Road
Auburn Hills, Michigan 48326
(248) 475-0100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
ENERGY CONVERSION DEVICES, INC. 1995 NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plans)
 
     
Jay B. Knoll, Esq.   Copies to:
Executive Vice President, General Counsel and   W. Andrew Jack, Esq.
Chief Administrative Officer   Covington & Burling LLP
3800 Lapeer Road   1201 Pennsylvania Avenue, NW
Auburn Hills, Michigan 48326   Washington, DC 20004
(248) 475-0100   (202) 662-6000
(Name, address, including zip code, and 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):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
        (Do not check if a smaller reporting company)    
 
 

 

 


 

EXPLANATORY NOTE
Pursuant to Item 512(a)(3) of Regulation S-K, this Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 (Registration No. 33-92918) filed with the Securities and Exchange Commission (the “Commission”) on May 31, 1995 (the “Registration Statement”) deregisters 112,300 shares of common stock, par value $0.01 per share, of Energy Conversion Devices, Inc. (“Common Stock”), which were registered under the Registration Statement but remain unsold (the “Remaining Shares”). Concurrently with the filing of this Amendment, the registrant is filing a new Registration Statement on Form S-8 (the “New Registration Statement”), which registers 5,536,424 shares of Common Stock, including the Remaining Shares. This Post-Effective Amendment is filed pursuant to Instruction E to the General Instructions to Form S-8 and interpretations of the Division of Corporation Finance of the Securities and Exchange Commission.

 

 


 

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 be signed on its behalf by the undersigned, thereunto duly authorized in the City of Auburn Hills, Michigan, on February 8, 2011.
         
  ENERGY CONVERSION DEVICES, INC.
 
 
  By:   /s/ Mark D. Morelli    
    Mark D. Morelli   
    Chief Executive Officer   
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
         
/s/ Mark D. Morelli
  President, Chief Executive Officer and Director   Date: February 8, 2011
         
Mark D. Morelli
  (Principal Executive Officer)    
 
       
/s/ William C. Andrews
  Executive Vice President and Chief Financial Officer   Date: February 8, 2011
         
William C. Andrews
  (Principal Financial and Accounting Officer)    
 
       
/s/ Joseph A. Avila
  Director   Date: February 8, 2011
         
Joseph A. Avila
       
 
       
/s/ Alan E. Barton
  Director   Date: February 8, 2011
         
Alan E. Barton
       
 
       
/s/ Robert I. Frey
  Director   Date: February 8, 2011
         
Robert I. Frey
       
 
       
/s/ William J. Ketelhut
  Director   Date: February 8, 2011
         
William J. Ketelhut
       
 
       
/s/ Stephen Rabinowitz
  Director   Date: February 8, 2011
         
Stephen Rabinowitz
       
 
       
/s/ George A. Schreiber, Jr.
  Director   Date: February 8, 2011
         
George A. Schreiber, Jr.