As filed with the Securities and Exchange Commission on August 10, 2005

Registration No. 333-54162

 

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

 


 

AVOCENT CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

4991 Corporate Drive

 

 

 

 

Huntsville, Alabama 35805

 

 

Delaware

 

(256) 430-4000

 

91-2032368

(State of incorporation)

 

(Address of Principal Executive Offices)

 

(I.R.S. Employer Identification No.)

 

 

 

 

 

Avocent Corporation 2000 Employee Stock Purchase Plan

Avocent Corporation 2000 Stock Option Plan

Avocent Corporation 2000 Transition Nonstatutory Stock Option Plan

Equinox Systems Inc. 1992 Non-Qualified Stock Option Plan

Equinox Systems Inc. 1993 Stock Option Plan

Equinox Systems Inc. Directors Stock Option Plan

Equinox Systems Inc. 2000 Directors Stock Option Plan

(Full title of the plan)

 

 

 

 

 

Samuel F. Saracino, Esq.

Executive Vice President of Legal and Corporate Affairs,

General Counsel, and Secretary

9911 Willows Road N.E.

Redmond, Washington 98052

(425) 861-5858

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

 

 

 

 

 

Copy to:

Patrick J. Schultheis, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, WA 98104-7036

(206) 882-2500

 

 



 

A portion of the offering contemplated by this Registration is terminated.  Pursuant to the undertakings contained in Item 9 of the Registration Statement, the Registrant files this Post-Effective Amendment No. 1 to deregister (a) 253,646 shares originally registered by the Registration Statement for issuance pursuant to the Avocent Corporation 2000 Stock Option Plan and (b) 123,323 shares originally registered by the Registration Statement for issuance pursuant to the Avocent Corporation 2000 Transition Nonstatutory Stock Option Plan that remained unsold as of the termination of the offering.

 

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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 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 Redmond, State of Washington, on August 9, 2005.

 

 

AVOCENT CORPORATION

 

 

 

 

By:

/s/ Samuel F. Saracino

 

 

Samuel F. Saracino

 

 

Executive Vice President of Legal and Corporate
Affairs, General Counsel, and Secretary

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel F. Saracino, Edward H. Blankenship and Doyle C. Weeks and each one of them, acting individually and without the other, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 

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.

 

Signature

 

Title

 

Date

 

 

 

 

 

 /s/ John R. Cooper

 

Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)

 

August 9, 2005

John R. Cooper

 

 

 

 

 

 

 

 

 

 /s/ Edward H. Blankenship

 

Senior Vice President of Finance, Chief Financial Officer, Treasurer, and Assistant Secretary (Principal Financial Officer and Principal

 

August 9, 2005

Edward H. Blankenship

 

Accounting Officer)

 

 

 

 

 

 

 

 

 

Director

 

August 9, 2005

Harold D. Copperman

 

 

 

 

 

 

 

 

 

 

 

Director

 

August 9, 2005

Francis A. Dramis, Jr.

 

 

 

 

 

 

 

 

 

*

 

Director

 

August 9, 2005

Edwin L. Harper

 

 

 

 

 

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 /s/ William H. McAleer

 

Director

 

August 9, 2005

William H. McAleer

 

 

 

 

 

 

 

 

 

*

 

Director

 

August 9, 2005

Stephen F. Thornton

 

 

 

 

 

 

 

 

 

 

 

Director

 

August 9, 2005

David P. Vieau

 

 

 

 

 

 

 

 

 

*

 

President and Director

 

August 9, 2005

Doyle C. Weeks

 

 

 

 

 

 

 

 

 

 

 

 

*

By:

/s/ Samuel F. Saracino

 

 

 

 

 

 

Samuel F. Saracino

 

 

 

 

 

 

Attorney-in-Fact

 

 

 

 

 

 

 

 

 

 

 

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