S-8 POS 1 ds8pos.htm POST - EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 Post - Effective Amendment No. 1 to Form S-8

Registration No. 333-44544

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-44544

UNDER

THE SECURITIES ACT OF 1933

 

 

XETA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Oklahoma   73-1130045

(State or Other Jurisdiction

of Incorporation or Organization)

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

1814 West Tacoma

Broken Arrow, Oklahoma 74012

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

XETA Technologies 2000 Stock Option Plan

Stock Option Agreement between XETA Technologies, Inc. and Jon A. Wiese

Stock Option Agreement between XETA Technologies, Inc. and Larry N. Patterson

Stock Option Grant by XETA Technologies, Inc. to Charles E. Martin

(Full title of the Plan)

 

 

Arunas A. Chesonis

Chairman, President and Chief Executive Officer

PAETEC Holding Corp.

One PAETEC Plaza

600 Willowbrook Office Park

Fairport, New York 14450

(585) 340-2500

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies of Correspondence to:

Mary K. O’Connell

Executive Vice President, General Counsel and Secretary

PAETEC Holding Corp.

One PAETEC Plaza

600 Willowbrook Office Park

Fairport, New York 14450

(585) 340-2500

 

 

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   ¨    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   þ

 

 

 


EXPLANATORY STATEMENT—DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-44544) previously filed by XETA Technologies, Inc., an Oklahoma corporation (the “Company”), on August 25, 2000. The Registration Statement registered 1,424,000 shares of the Company’s common stock.

On February 8, 2011, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PAETEC Holding Corp., a Delaware corporation (“PAETEC”) and Hera Corporation, an Oklahoma corporation (“Hera”). Pursuant to the Merger Agreement, on May 31, 2011, Hera merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as an indirect wholly-owned subsidiary of PAETEC.

As a consequence of the Merger, the Company has terminated all offerings of its securities under its existing registration statements on Form S-8, including this Registration Statement. Accordingly, and in accordance with the undertakings made by the Company in this Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to this Registration Statement to terminate the effectiveness of this Registration Statement, and hereby removes from registration all securities that had been registered under this Registration Statement that remain unsold as of the date hereof.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant, XETA Technologies, Inc., 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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fairport, State of New York, on this 10th day of June, 2011.

 

XETA TECHNOLOGIES, INC.
By:   /S/    ARUNAS A. CHESONIS        
Name:   Arunas A. Chesonis
Title:   Chairman, President and Chief Executive Officer
  (Duly Authorized Officer)

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to this Registration Statement has been signed by the following persons in the capacities indicated on June 10, 2011.

 

Signature    Title

/S/    ARUNAS A. CHESONIS        

Arunas A. Chesonis

  

Chairman, President and Chief Executive Officer

(Principal Executive Officer)

/S/    KEITH M. WILSON        

Keith M. Wilson

  

Director, Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

/S/    MARY K. O’CONNELL        

Mary K. O’Connell

  

Director, Senior Vice President,

General Counsel and Secretary

/S/    ALGIMANTAS K. CHESONIS        

Algimantas K. Chesonis

  

Senior Vice President, Chief Accounting

Officer and Controller

(Principal Accounting Officer)