SEC Form S-8 POS filed by TESSCO Technologies Incorporated

As filed with the Securities and Exchange Commission on July 19, 2023

Registration Nos. 33-87178, 333-95249, 333-118177
333-158758, 333-179819, 333-214457, 333-233307

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

UNDER
THE SECURITIES ACT OF 1933

TESSCO Technologies Incorporated 1994 Stock and Incentive Plan

TESSCO Technologies Incorporated Team Member Stock Purchase Plan

TESSCO Technologies Incorporated Amended and Restated 1994 Stock and Incentive Plan

TESSCO Technologies Incorporated Second Amended and Restated 1994 Stock and Incentive Plan

TESSCO Technologies Incorporated Third Amended and Restated 1994 Stock and Incentive Plan

TESSCO Technologies Incorporated 2019 Stock and Incentive Plan

(Full Title of the Plan)

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ 

TERMINATION OF REGISTRATION

This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) filed by TESSCO Technologies Incorporated (the “Company”) with the Securities and Exchange Commission:

Pursuant to the Agreement and Plan of Merger, dated as of April 11, 2023 (the “Merger Agreement”), by and among the Company, Alliance USAcqCo 2, Inc., a Delaware corporation (“Parent”), and Alliance USAcqCo 2 Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company effective as of July 17, 2023, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the Registration Statements and hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. Each of the Registration Statements is hereby amended, as appropriate, to reflect the deregistration of such securities.

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 Hunt Valley, State of Maryland, on July 19, 2023.

Pursuant to the Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to Registration Statements.