As filed with the Securities and Exchange Commission on July 27, 2010

Registration No. 333-132492

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

 

POST EFFECTIVE AMENDMENT NO. 1

 

TO

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

MoSys, Inc.

(Exact name of registrant as specified in its charter)

 

 

755 N. Mathilda Avenue
Sunnyvale, California 94085
(408) 731-1800

(Address of principal executive offices)

 

Amended and Restated 2000 Stock Option and Equity Incentive Plan

2000 Employee Stock Purchase Plan
(Full title of the plan)

 

James Sullivan, Chief Financial Officer and Vice President
MoSys, Inc.
755 N. Mathilda Avenue
Sunnyvale, California 94085
(408) 731-1800
(Name and address 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.

 

 

 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Form S-8 Registration Statement (Registration No. 333-132492) filed by MoSys, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 16, 2006 (the “Registration Statement”), with respect to the offer and sale of shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Amended and Restated 2000 Stock Option and Equity Incentive Plan (the “Prior Incentive Plan”) and the Company’s 2000 Employee Stock Purchase Plan (the “Prior ESPP”).  The Prior Incentive Plan and Prior ESPP are referred to collectively as the “Prior Plans.”

 

On June 30, 2010, the Company’s stockholders approved the Company’s 2010 Equity Incentive Plan (the “New Incentive Plan”) and the Company’s 2010 Employee Stock Purchase Plan (the “New ESPP,” and together with the New Incentive Plan, the “New Plans”), and the Prior Plans were terminated effective as of the same date.  The Prior Incentive Plan will continue to govern previously granted awards and the issuance of shares pursuant to such awards for as long as the awards remain outstanding.

 

The Company previously filed registration statements on Form S-8 on June 29, 2001 (333-64302), March 27, 2003 (333-104071), September 15, 2004 (333-118992), March 16, 2005 (333-123364), March 16, 2006 (333-132492), March 13, 2007 (333-141264), March 17, 2008 (333-149756) and March 16, 2009 (333-157964), covering the issuance of a total of 9,207,040 shares under the Prior Incentive Plan and 700,000 shares under the Prior ESPP.  Of the 9,207,040 shares registered for issuance pursuant to the Prior Incentive Plan, 1,502,289 remained available for grant at the time of its termination, including 2,289 shares under the Registration Statement to which this Post-Effective Amendment relates.  Of the 700,000 shares registered for issuance pursuant to the Prior ESPP, 421,528 remained available for grant at the time of its termination, including 100,000 shares under the Registration Statement to which this Post-Effective Amendment relates.

 

Pursuant to the Company’s undertaking in the Registration Statement to deregister unsold securities at the end of the offering, the Company is filing this Post-Effective Amendment in order to remove from registration 2,289 shares that are no longer available for issuance under the Prior Incentive Plan and 100,000 shares that are no longer available for issuance under the Prior ESPP.  In accordance with Instruction E to Form S-8 and the guidance provided by the Division of Corporation Finance under G.89 of the Manual of Publicly Available Telephone Interpretations, the Company intends to carry these unsold shares forward and apply the associated filing fee to a new registration statement on Form S-8 to be filed with respect to the offer of shares under the New Plans.

 

This Post-Effective Amendment is being filed to deregister only 2,289 of the shares of Common Stock previously registered for issuance under the Prior Incentive Plan, in addition to the 100,000 shares previously registered for issuance under the Prior ESPP.  The Registration Statement will remain in effect with respect to the balance of unsold shares previously registered for issuance pursuant to the Prior Incentive Plan.

 

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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 on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, state of California on July 27, 2010.

 

	MOSYS, INC.
	By:	/s/ James W. Sullivan
		James W. Sullivan
		Vice President of Finance and Chief Financial Officer

 

POWER OF ATTORNEY

 

Each person whose individual signature appears below hereby authorizes and appoints Leonard Perham and James W. Sullivan, and each of them, with full power of substitution and resubstitution and full power to act, as his true and lawful attorney-in-fact and agents to act in his name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file, any and all registration statements relating to the same offering that are to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto and other documents in connection therewith, and any and all amendments to this Registration Statement, including any and all post-effective amendments and amendments thereto, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Leonard Perham		Chief Executive Officer, President and Director (principal executive		July 27, 2010
Leonard Perham		officer)
/s/ James W. Sullivan		Vice President and Chief Financial Officer (principal financial and		July 27, 2010
James W. Sullivan		accounting officer)
/s/ Carl E. Berg		Director		July 27, 2010
Carl E. Berg
/s/ Tommy Eng		Director		July 27, 2010
Tommy Eng
/s/ Chi-Ping Hsu		Director		July 27, 2010
Chi-Ping Hsu
/s/ James D. Kupec		Director		July 27, 2010
James D. Kupec

 

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