- Post-Effective Amendment to an S-8 filing (S-8 POS)
January 21 2011 - 4:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 21, 2011
Registration No. 333-69066
UNITED STATES
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
PHOENIX
FOOTWEAR GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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15-0327010
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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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5840 El Camino Real, Suite 106
Carlsbad, California 92008
(Address, including zip code, of Principal Executive Offices)
PHOENIX
FOOTWEAR GROUP, INC.
AMENDED AND RESTATED 2001 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
James R.
Riedman
President and Chief Executive Officer
Phoenix Footwear Group, Inc.
5840 El Camino Real, Suite 106
Carlsbad, California 92008
(760) 602-9688
(Name, address, including zip code, 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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DEREGISTRATION OF UNSOLD SECURITIES
Phoenix Footwear Group, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to Form S-8 (File No. 333-69066),
originally declared effective by the Securities and Exchange Commission on September 7, 2001 (the “Registration Statement”), to deregister 349,204 shares of the Company’s common stock, $0.01 par value per share (“Common
Stock”) that were registered under the Registration Statement and have not been sold or otherwise issued as of the date of the filing hereof, and to terminate the effectiveness of the 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Carlsbad, State of California on this 21
st
day of
January 2011.
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PHOENIX FOOTWEAR GROUP, INC.
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By:
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/s/ James R. Riedman
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Name:
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James R. Riedman
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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 registration statement 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/ James R. Riedman
James R. Riedman
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Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
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January 20, 2011
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/s/ Dennis Nelson
Dennis Nelson
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Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer)
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January 20, 2011
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/s/ Steven M. DePerrior*
Steven M. DePerrior
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Director
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January 20, 2011
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/s/ Gregory M. Harden*
Gregory M. Harden
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Director
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January 20, 2011
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/s/ John Kratzer
John Kratzer
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Director
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January 20, 2011
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/s/ Wilhelm Pfander*
Wilhelm Pfander
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Director
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January 20, 2011
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/s/ Frederick Port
Frederick Port
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Director
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January 20, 2011
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/s/ Kevin G. Wulff
Kevin G. Wulff
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Director
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January 19, 2011
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/s/ James R. Riedman
* By James R. Riedman
Power of Attorney
January 20, 2011
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