WJ Communications Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)

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)

 

 

 

DELAWARE		94-1402710
(State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

c/o TriQuint Semiconductor, Inc.

2300 N.E. Brookwood Parkway

Hillsboro, Oregon 97124

[phone]

(Address, including zip code, and telephone number, including area code of registrant’s 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

[phone]

(Name, Address and Telephone number of Agent for Service)

 

 

Please send copies of all communications to:

 

		Douglas D. Morris				Darrell C. Smith
		Ater Wynne LLP				Shumaker, Loop & Kendrick, LLP
		222 SW Columbia Street,				101 E. Kennedy Blvd.
		Suite 1800				Suite 2800
		Portland, Oregon 97201				Tampa, Florida, 33602
		[phone]				[phone]

 

 

 

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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 Registrant’s 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 Company’s 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 Registrant’s 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.

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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 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.

 

WJ COMMUNICATIONS, INC.
By:		/s/ Ralph G. Quinsey
Name:		Ralph G. Quinsey
Title:		Chief Executive Officer

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.

 

Signature		Title		Date
/s/ Ralph G. Quinsey		Chief Executive Officer and Director		May 22, 2008
Ralph G. Quinsey		(Principal Executive Officer)
/s/ Steve Buhaly		Chief Financial Officer and Director		May 22, 2008
Steve Buhaly		(Principal Financial and Accounting Officer)

 

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