WJ Communications Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
May 22 2008 - 4:50PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 22, 2008.
Registration No. 333- 138983
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
WJ COMMUNICATIONS, INC.
(Exact name of registrant as specified in its
charter)
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DELAWARE
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94-1402710
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(State or other jurisdiction of
incorporation or organization
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(I.R.S. Employer
Identification No.)
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c/o TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
(503) 615-9000
(Address, including
zip code, and telephone number, including area code of registrants principal executive offices)
WJ COMMUNICATIONS, INC.
AMENDED AND RESTATED
2000 STOCK INCENTIVE PLAN
WJ COMMUNICATIONS, INC.
AMENDED AND RESTATED
2000 NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
WJ COMMUNICATIONS, INC.
2001 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)
Ralph G. Quinsey,
Chief Executive Officer
c/o TriQuint Semiconductor, Inc.
2300 N.E. Brookwood Parkway
Hillsboro, Oregon 97124
(503) 615-9000
(Name, Address and Telephone number of Agent for Service)
Please send copies of all communications to:
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Douglas D. Morris
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Darrell C. Smith
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Ater Wynne LLP
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Shumaker, Loop & Kendrick, LLP
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222 SW Columbia Street,
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101 E. Kennedy Blvd.
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Suite 1800
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Suite 2800
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Portland, Oregon 97201
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Tampa, Florida, 33602
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(503) 226-8416
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(813) 229-7600
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (No. 333-138983), filed by WJ Communications, Inc. (the
Registrant or the Company) with the Securities and Exchange Commission on November 28, 2006 (the Registration Statement), for the sale of 3,680,000 shares of Common Stock, par value $0.01 per share
(Common Stock), to be issued pursuant to the Registrants Amended and Restated 2000 Stock Incentive Plan, Amended and Restated 2000 Non-Employee Director Stock Purchase Plan and 2001 Employee Stock Purchase Plan (collectively, the
Plans).
Effective as of May 22, 2008 (the Effective Date), pursuant to an Agreement and Plan of Merger dated
as of March 9, 2008, by and among the Company, TriQuint Semiconductor, Inc., a Delaware corporation (TriQuint) and its wholly owned subsidiary, ML Acquisition, Inc. a Delaware corporation (Merger Sub), Merger Sub merged
with and into the Company and the Company became a wholly-owned subsidiary of TriQuint (the Merger) and each outstanding share of the Companys Common Stock was converted into a right to receive $1.00 in cash.
As a result of the Merger, the Registrant has terminated all offerings of the Registrants securities pursuant to its existing registration
statements, including the Registration Statement. In accordance with the undertaking made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which
remain unsold at the termination of the offerings, the Registrant is filing this Post-Effective Amendment to the Registration Statement to deregister all of the shares of the Registrant is common Stock registered under the Registration Statement
which remain unsold as of the Effective Date.
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 No. 1
on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized on May 22, 2008.
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WJ COMMUNICATIONS, INC.
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By:
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/s/ Ralph G. Quinsey
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Name:
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Ralph G. Quinsey
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Title:
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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 to the
Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Ralph G. Quinsey
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Chief Executive Officer and Director
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May 22, 2008
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Ralph G. Quinsey
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(Principal Executive Officer)
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/s/ Steve Buhaly
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Chief Financial Officer and Director
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May 22, 2008
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Steve Buhaly
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(Principal Financial and Accounting Officer)
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2
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