As Filed With the Securities and Exchange Commission on May 25, 2006
Registration No. 333-15845
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GLENAYRE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation or organization)
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98-0085742
(I.R.S. Employer Identification No.) |
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825 8th Avenue, 23rd floor, New York, New York
(Address of principal executive offices)
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10019
(Zip Code) |
CNET, INC. 1995 STOCK OPTION PLAN
(Full title of the plan)
DEBRA ZIOLA
Executive Vice President and Chief Financial Officer
Glenayre Technologies, Inc.
825 8th Avenue, 23rd floor
New York, New York 10019
(Name and address of agent for service)
(770) 283-1000
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
MARK R. BUSCH
Kennedy Covington Lobdell & Hickman, L.L.P.
214 North Tryon Street,
47TH
Floor
Charlotte, North Carolina 28202-2377
EXPLANATORY NOTE
The original Registration Statement on Form S-8 (File No. 333-15845) was filed with the
Securities and Exchange Commission by Glenayre Technologies, Inc. (the “Company”) on January 30,
1997. The Company no longer offers or sells securities under the CNET, Inc. 1995 Stock Option
Plan. Pursuant to this amendment and in accordance with the undertakings of the Company in the
original Registration Statement, the Company hereby deregisters all securities remaining unsold
under the offering described in the original 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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Duluth, State of Georgia, on May 23, 2006.
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GLENAYRE TECHNOLOGIES, INC.
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By |
/s/ Debra Ziola
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Debra Ziola |
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Executive Vice President and
Chief Financial Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed below by the following persons on behalf of the Company and in the capacities and on
the dates indicated.
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Date |
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/s/ Clarke H. Bailey
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Chairman of the Board, Chief
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May 23, 2006 |
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Executive Officer, and Director
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/s/ Debra Ziola
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Executive Vice President and Chief
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May 23, 2006 |
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Financial Officer, (Principal
Financial and Accounting Officer)
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/s/ Ramon D. Ardizzone
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Director
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May 23, 2006 |
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/s/ Donald S. Bates
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Director
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May 23, 2006 |
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/s/ Cliff O. Bickell
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Director
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May 23, 2006 |
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/s/ Peter W. Gilson
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Director
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May 23, 2006 |
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/s/ John J. Hurley
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Director
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May 23, 2006 |
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/s/ Horace H. Sibley
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Director
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May 23, 2006 |
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/s/ Howard W. Speaks, Jr.
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Director
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May 23, 2006 |
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