As filed
with the Securities and Exchange Commission on July 10, 2009
Registration
No. 333-129776
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
AFP
Imaging Corporation
(Exact
name of registrant as specified in its charter)
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New
York
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13-2956272
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(State or other
jurisdiction of
incorporation
or organization)
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(IRS Employer
Identification Number)
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250 Clearbrook Road, Elmsford,
New
York
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10523-1315
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(Address of Principal
Executive Offices)
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(Zip
Code)
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2004
Equity Incentive Plan
(Full
title of the plan)
Donald
Rabinovitch, President
AFP
Imaging Corporation
250
Clearbrook Road
Elmsford,
New York 10523-1315
(Name
and address of agent for service)
(914)
592-6100
(Telephone
number, including area code, of agent for service)
Copies of
all communications, including communications
to agent
for service, should also be sent to:
Jack
Becker, Esq.
Snow
Becker Krauss P.C.
605
Third Avenue - 25th
Floor
New
York, New York 10158-0125
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 ( ) Accelerated Filer
( ) Non-Accelerated Filer
( ) (Do not check if a smaller reporting
company) Smaller reporting company (X)
Explanatory
Note/Deregistration of Unsold Securities
The original registration statement on
Form S-8 (Registration No. 333-129776) (the “Registration Statement”)
of AFP Imaging Corporation (the “Company”), pertaining to the registration of
600,000 shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), to which this Post-Effective Amendment No. 1 relates, was filed
with the Securities and Exchange Commission (“SEC”) on November 17,
2005.
The Company filed with the SEC a Form
15 on July 1, 2009 for the purpose of terminating the registration of the Common
Stock under Section 12(g) of the Securities Exchange Act of 1934, as
amended. 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 securities which remain unsold at the termination of the
offering, the Company hereby amends the Registration Statement to withdraw from
registration the securities 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
the Registration Statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Elmsford, State of New
York, on July 10, 2009.
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AFP
Imaging
Corporation |
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By: |
/s/ Donald
Rabinovitch
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Donald Rabinovitch,
President
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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.
| /s/ Donald
Rabinovitch |
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President and
Director |
July 10,
2009 |
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Donald
Rabinovitch
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| /s/ David
Vozick |
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Chief Executive
Officer and Director |
July 10,
2009 |
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David
Vozick
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| /s/ Elise
Nissen |
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Chief Financial
Officer |
July 10,
2009 |
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Elise
Nissen
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| /s/ R. Scott
Jones |
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Chairman of the Board
of Directors |
July 10,
2009 |
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R. Scott
Jones
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| /s/ Gary
Jaggard |
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Director |
July 10,
2009 |
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Gary
Jaggard
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II-ii