SEC Form S-8 POS filed by Vislink Technologies Inc.
As filed with the Securities and Exchange Commission on March 28, 2025
Registration No. 333-203399
Registration No. 333-255305
Registration No. 333-264124
Registration No. 333-270912
Registration No. 333-210773
Registration No. 333-208313
Registration No. 333-233848
Registration No. 333-224106
Registration No. 333-214658
Registration No. 333-224107
Registration No. 333-274366
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to:
Form S-8 Registration Statement No. 333-203399
Form S-8 Registration Statement No. 333-255305
Form S-8 Registration Statement No. 333-264124
Form S-8 Registration Statement No. 333-270912
Form S-8 Registration Statement No. 333-210773
Form S-8 Registration Statement No. 333-208313
Form S-8 Registration Statement No. 333-233848
Form S-8 Registration Statement No. 333-224106
Form S-8 Registration Statement No. 333-214658
Form S-8 Registration Statement No. 333-224107
Form S-8 Registration Statement No. 333-274366
UNDER
THE SECURITIES ACT OF 1933
Vislink Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-5856795 | |
(State or Other Jurisdiction of Incorporation) |
(I.R.S. Employer Identification Number) |
350 Clark Drive, Suite 125
Mt. Olive, NJ 07828
(Address, including zip code, of registrant’s principal executive offices)
2013 Long-Term Stock Incentive Plan
2015 Incentive Compensation Plan
2016 Incentive Compensation Plan
2017 Incentive Compensation Plan
2023 Omnibus Equity Incentive Plan
(Full title of the plan)
Carleton M. Miller
Chief Executive Officer
Vislink Technologies, Inc.
350 Clark Drive, Suite 125
Mt. Olive, NJ 07828
(908) 852-3700
(Name and address, and telephone number, including area code, of agent for service)
Copies to:
Ira L. Kotel, Esq.
Dentons US LLP
1221 Avenue of the Americas
New York, New York 10020
(212) 768-6700
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.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
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 13(a) of the Exchange Act. ☐
DEREGISTRATION OF SECURITIES
Vislink Technologies, Inc., a Delaware corporation (the “Company”), is filing these post-effective amendments (the “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”), which have been previously filed with the Securities and Exchange Commission (the “SEC”), to deregister the offer of any and all of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), registered but unsold or otherwise unissued and the outstanding awards under the Registration Statement as of the date hereof (note that the number of shares of Common Stock listed below do not take into account corporate actions, such as stock splits, taken in the interim):
● | Registration Statement on Form S-8 (File No. 333-203399), filed on April 15, 2015, registering 3,500,000 shares of Common Stock issuable under the Company’s 2013 Long Term Incentive Plan; | |
● | Registration Statement on Form S-8 (File No. 333-255305), filed on April 16, 2021, registering 3,208,269 shares of Common Stock issuable under the Company’s 2013 Long Term Incentive Plan; | |
● | Registration Statement on Form S-8 (File No. 333-264124), filed on April 5, 2022, registering 3,665,445 shares of Common Stock issuable under the Company’s 2013 Long Term Incentive Plan; | |
● | Registration Statement on Form S-8 (File No. 333-270912), filed on March 28, 2023, registering 239,134 shares of Common Stock issuable under the Company’s 2013 Long Term Incentive Plan | |
● | Registration Statement on Form S-8 (File No. 333-210773), filed on April 15, 2016, registering 20,000,000 shares of Common Stock issuable under the Company’s 2015 Incentive Compensation Plan; | |
● | Registration Statement on Form S-8 (File No. 333-208313), filed on December 2, 2015, registering 2,000,000 shares of Common Stock issuable under the Company’s 2015 Incentive Compensation Plan; | |
● | Registration Statement on Form S-8 (File No. 333-233848), filed on September 19, 2019, registering 2,000,000 shares of Common Stock issuable under the Company’s 2016 Incentive Compensation Plan; | |
● | Registration Statement on Form S-8 (File No. 333-224106), filed on April 3, 2018, registering 550,000 shares of Common Stock issuable under the Company’s 2016 Incentive Compensation Plan | |
● | Registration Statement on Form S-8 (File No. 333-214658), filed on November 16, 2016, registering 5,000,000 shares of Common Stock issuable under the Company’s 2016 Incentive Compensation Plan; | |
● | Registration Statement on Form S-8 (File No. 333-224107), filed on April 3, 2018, registering 650,000 shares of Common Stock issuable under the Company’s 2017 Incentive Compensation Plan; | |
● | Registration Statement on Form S-8 (File No. 333-274366), filed on September 6, 2023, registering 166,415 shares of Common Stock issuable under the Company’s 2023 Omnibus Equity Incentive Plan. |
The Company has terminated any and all offerings of its securities pursuant to the Registration Statements. In accordance with the undertaking contained in each Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company is removing from registration by means of this Post-Effective Amendment all securities registered under the Registration Statements which remain unsold as of the date of these Post-Effective Amendments, and is terminating the effectiveness of the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Common Stock and other securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Act”) the registrant has duly caused this post-effective amendment to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mt. Olive, State of New Jersey, on this 28th day of March 2025. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Act.
VISLINK TECHNOLOGIES, INC. | ||
(Registrant) | ||
By: | /s/ Michael C. Bond | |
Name: Michael C. Bond | ||
Title: Chief Financial Officer (Principal Financial and Accounting Officer |