As filed with the Securities and Exchange Commission on February 9, 2011 Registration No. 333-142061
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)
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| Delaware
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38-1749884 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
3800 Lapeer Road
Auburn Hills, Michigan 48326
(248) 475-0100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
ENERGY CONVERSION DEVICES, INC. 2006 STOCK INCENTIVE PLAN
(Full title of the plans)
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| Jay B. Knoll, Esq.
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Copies to: |
| Executive Vice President, General Counsel and
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W. Andrew Jack, Esq. |
| Chief Administrative Officer
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Covington & Burling LLP |
| 3800 Lapeer Road
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1201 Pennsylvania Avenue, NW |
| Auburn Hills, Michigan 48326
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Washington, DC 20004 |
| (248) 475-0100
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(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):
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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) |
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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. 333-142061) filed with the
Securities and Exchange Commission (the Commission) on April 17, 2006 (the Registration
Statement) deregisters 818,490 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. In accordance
with Instruction E to the General Instructions to Form S-8 and interpretations of the Division of
Corporation Finance of the Commission, the portion of the registration fee allocable to the
Remaining Shares, which the registrant paid to the Commission in connection with the original
filing of the Registration Statement, is carried forward to the New 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 be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, Michigan, on February 8, 2011.
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ENERGY CONVERSION DEVICES, INC.
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By: |
/s/ Mark D. Morelli
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Mark D. Morelli |
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Chief Executive Officer |
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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.
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/s/ Mark D. Morelli
Mark D. Morelli
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President, Chief
Executive Officer
and Director
(Principal
Executive Officer)
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Date: February 8, 2011 |
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/s/ William C. Andrews
William C. Andrews
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Executive Vice
President and Chief
Financial Officer
(Principal
Financial and
Accounting Officer)
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Date: February 8, 2011 |
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/s/ Joseph A. Avila
Joseph A. Avila
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Director
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Date: February 8, 2011 |
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/s/ Alan E. Barton
Alan E. Barton
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Director
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Date: February 8, 2011 |
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/s/ Robert I. Frey
Robert I. Frey
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Director
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Date: February 8, 2011 |
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/s/ William J. Ketelhut
William J. Ketelhut
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Director
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Date: February 8, 2011 |
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/s/ Stephen Rabinowitz
Stephen Rabinowitz
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Director
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Date: February 8, 2011 |
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/s/ George A. Schreiber, Jr.
George A. Schreiber, Jr.
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Director
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Date: February 8, 2011 |