Registration No. 333-138036
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
____________________________
FIVE STAR PRODUCTS, INC.
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 13-3729186 (I.R.S. Employer Identification No. ) |
10 East 40th Street, Suite 3110
New York, NY 10016
(646) 742-1600
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
_____________________________
FIVE STAR PRODUCTS, INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)
______________________________
Ira J. Sobotko
Senior Vice President, Finance, Secretary and Treasurer
Five Star Products, Inc.
10 East 40th Street, Suite 3110
New York, NY 10016
(646) 742-1600
(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):
Large Accelerated Filer o | Accelerated Filer o | ||
Non-Accelerated Filer o | Smaller Reporting Company þ | ||
(Do not check if a smaller reporting company.) | |||
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S–8 (File No. 333-138036) (the “Registration Statement”) of Five Star Products, Inc. (the “Company”) pertaining to 1,100,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), which was filed with the Securities and Exchange Commission and became effective on October 17, 2006. On June 26, 2008, the Company, National Patent Development Corporation and NPDV Acquisition Corp., a wholly-owned subsidiary of National Patent Development Corporation, entered into Tender Offer and Merger Agreement pursuant to which NPDV Acquisition Corp. merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of National Patent Development Corporation (the “Merger”). The Merger became effective on August 28, 2008 upon filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under 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 the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on August 28, 2008.
FIVE STAR PRODUCTS, INC. | |||
(Registrant) | |||
By: | /s/ Ira J. Sobotko | ||
Name: | Ira J. Sobotko | ||
Title: | Senior Vice President, Finance, Secretary and Treasurer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities indicated on August 28, 2008.
Signature | Capacity | Date |
/s/ JOHN C. BELKNAP | President, Chief Executive Officer and Director | August 28, 2008 |
John C. Belknap | (Principal Executive Officer) Director | August 28, 2008 |
Harvey P. Eisen /s/ BRUCE SHERMAN | Executive Vice President and Director | August 28, 2008 |
Bruce Sherman /s/ CARLL TUCKER | Director | August 28, 2008 |
Carll Tucker /s/ IRA J. SOBOTKO | Senior Vice President, Finance, Secretary and Treasurer | August 28, 2008 |
Ira J. Sobotko | (Principal Financial and Accounting Officer) |