S-8 POS 1 forms8pos.htm S-8 POS
As filed with the Securities and Exchange Commission on September 9, 2019

Registration No. 033-72656


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



ATRM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Minnesota
 
41-1439182
(State or other jurisdiction  of incorporation or organization)
 
(I.R.S. Employer  Identification No.)

5215 Gershwin Avenue N.
Oakdale, Minnesota 55128
(Address, including zip code, of Principal Executive Offices)
 
1987 Non-Statutory Stock Option Plan
and
1993 Stock Incentive Plan
(Full title of the plan)

Daniel M. Koch
5215 Gershwin Avenue N.
Oakdale, Minnesota 55128
(651) 704-1800
(Name, address and telephone number of agent for service)

Copy to:
Steven F. Carman, Esq.
Rebecca C. Taylor, Esq.
Husch Blackwell LLP
4801 Main Street, Suite 1000
Kansas City, MO 64112
(816) 983-8000



DEREGISTRATION OF UNSOLD SECURITIES

ATRM Holdings, Inc. (formerly known as Aetrium Incorporated) (the “Company”), is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 033-72656) (the “Registration Statement”) filed with the SEC on December 8, 1993, pursuant to which the Company registered 689,063 shares of the Company’s common stock, par value $0.001 per share, for issuance under the Company’s 1987 Non-Statutory Stock Option Plan and 1993 Stock Incentive Plan (the “Plan”).
 
Pursuant to the terms of the Agreement and Plan of Merger, dated as of July 3, 2019 (the “Merger Agreement”), among the Company, Digirad Corporation (“Parent”), and Digirad Acquisition Corporation, a newly-formed subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.  In connection therewith, and subject to the terms of the Merger Agreement, at the effective time and as a result of the Merger, each share of Common Stock issued and outstanding immediately prior to the effective time of the Merger, will be cancelled.  Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any and all shares of the Company’s common stock covered by the Registration Statement which remain unissued as of the date of this filing.


SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 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 Oakdale, State of Minnesota, on September 9, 2019.
 
 
ATRM HOLDINGS, INC.
     
 
By:
/s/ Daniel M. Koch
   

Daniel M. Koch
   

President and Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed on September 9, 2019 by the following persons in the capacities indicated.
 
Signature
 
Title
 
Date
         
/s/ Daniel M. Koch
 
President, Chief Executive Officer and Director
 
September 9, 2019
Daniel M. Koch
 
(Principal Executive Officer and
   

 
Principal Financial Officer)
   
         
/s/ Jeffrey E. Eberwein
 
Chairman of the Board
 
September 9, 2019
Jeffrey E. Eberwein
       
         
/s/ Mark C. Hood
 
Director
 
September 9, 2019
Mark C. Hood
       
         
/s/ Rodney E. Schwatken
 
Director
 
September 9, 2019
Rodney E. Schwatken