-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RYrfohv/LOAuw1L3Hp360aPDmhGBdGc4odrwu42+AZAc+u4gVYSql+Wo5n7Xs2oQ K92uGlJzs7GsFCoiUm7+hg== 0000950153-06-000122.txt : 20060120 0000950153-06-000122.hdr.sgml : 20060120 20060120135503 ACCESSION NUMBER: 0000950153-06-000122 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060120 DATE AS OF CHANGE: 20060120 EFFECTIVENESS DATE: 20060120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTION PERFORMANCE COMPANIES INC CENTRAL INDEX KEY: 0000892147 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISC DURABLE GOODS [5090] IRS NUMBER: 860704792 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-70354 FILM NUMBER: 06540303 BUSINESS ADDRESS: STREET 1: 1480 SOUTH HOHOKAM DRIVE CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 6023373700 MAIL ADDRESS: STREET 1: 1480 SOUTH HOHOKAM DRIVE CITY: TEMPE STATE: AZ ZIP: 85281 S-8 POS 1 p71657sv8pos.htm S-8 POS sv8pos
 

As Filed with the Securities and Exchange Commission on January 20, 2006
Post Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-70354)
 
 
     

 
 
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
 
Action Performance Companies, Inc.
(Exact name of registrant as specified in its charter)
     
Arizona
(State or other jurisdiction of
incorporation or organization) 		  86-0704792
(I.R.S. Employer
Identification No.)
     
1480 South Hohokam Drive
Tempe, Arizona
(Address of Principal Executive Offices)
   85281
(Zip Code)
Warrant Agreement to Purchase Common Stock
 
(Full title of the plan)
Tommy Warlick
Secretary
1480 South Hohokam Drive
Tempe, Arizona 85281
 
(Name and address of agent for service)
(602) 445-8000
 
(Telephone number, including area code, of agent for service)
 
 

 

DEREGISTRATION OF SHARES
     Effective immediately upon the filing of this Post-Effective Amendment No. 1 to Form S-8 Registration Statement (Registration No. 333-70354) (the “Registration Statement”), Action Performance Companies, Inc. (the “Registrant”) hereby deregisters 20,000 shares previously registered for sale under a Warrant Agreement to Purchase Common Stock. The deregistered shares represent shares subject to the Warrant Agreement to Purchase Common Stock that were canceled or terminated without having been issued. On December 1, 2005, the Registrant held a special meeting of shareholders at which Registrant shareowners approved and adopted the Agreement and Plan of Merger, dated as of August 29, 2005, among SMISC, LLC, Motorsports Authentics, Inc. and the Registrant (the “Merger”), and the transactions contemplated thereby. The Merger became effective following the filing of a Certificate of Merger with the Secretary of State of the State of Arizona on December 9, 2005 (the “Effective Time”).
     As a result of the Merger, at the Effective Time, all outstanding shares of common stock of the Registrant were cancelled and such shares, together with certain outstanding options and warrants, were converted into the right to receive the merger consideration in accordance with the terms and conditions of the Agreement and Plan of Merger. The Registrant has terminated all offerings of common stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of the Registrant’s common stock which remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of common stock registered under the Registration Statement which remained unsold as of the Effective Time.

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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 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 Tempe, State of Arizona, on January 20, 2006.
         
  ACTION PERFORMANCE COMPANIES, INC.
 		  
  By:   /s/ DAVID M. RIDDIFORD    
    David M. Riddiford    
    Treasurer  
 
     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on January 20, 2006 by the following persons in the capacities indicated.
     
Signature   Title
 
    
/s/ MARCUS G. SMITH
  Co-President, Director
 
(Marcus G. Smith)
   
 
    
/s/ LESA FRANCE KENNEDY
   Co-President, Director
 
(Lesa France Kennedy)
   
 
    
/s/ DAVID M. RIDDIFORD
   Treasurer
 
(David M. Riddiford)
   
 
    
/s/ JOHN R. SAUNDERS
  Director
(John R. Saunders)
    
 
    
/s/ MARK M. GAMBILL
 
   Director
(Mark M. Gambill)
    

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