Unassociated Document
Registration No. 333-156482
______________________________________________________
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
_____________________

ALTIGEN COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
_____________________
Delaware
  
94-3204299
(State or other jurisdiction of
incorporation or organization)
  
(I.R.S Employer Identification
Number)
_____________________

410 East Plumeria Drive, San Jose, CA  95134
(Address of principal executive offices)(Zip code)
_____________________

1999 Stock Option Plan
1999 Employee Stock Purchase Plan
(Full title of the plan)
_____________________

Jeremiah Fleming
Chief Executive Officer
AltiGen Communications, Inc.
410 East Plumeria Drive
San Jose, CA 95134
(Name and address of agent for service)

(408) 597-9000
(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)
  

Deregistration of Unsold Securities

On December 29, 2008, AltiGen Communications, Inc. (the “Company”), filed a registration statement on Form S-8 (File No. 333-156482) (the “Registration Statement”). The Registration Statement registered certain shares of the Company’s common stock (the “Common Stock”) issuable under the Company’s 1999 Stock Option Plan and 1999 Employee Stock Purchase Plan.

 
 
 



The Company has elected to voluntarily deregister all of the shares of Common Stock of the Company which are authorized for sale under the Registration Statement but which remain unsold to date.  In accordance with an undertaking by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company that are 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 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 San Jose, State of California on November 1, 2010.
 
 
AltiGen Communications, Inc.
   
   
 
By:
/s/ Jeremiah Fleming
   
Jeremiah Fleming, Chief Executive Officer, President and Director

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

Signature
  
Title
Date
       
/s/ Jeremiah Fleming
  
Chief Executive Officer, President and Director
November 1, 2010
Jeremiah Fleming
  
(principal executive officer)
  
       
 
/s/ Gilbert Hu
  
 
President of Asia-Pacific
November 1, 2010
Gilbert Hu
      
       
/s/ Philip M. McDermott
  
Chief Financial Officer
November 1, 2010
Philip M. McDermott
  
(principal financial and
  
   
accounting officer)
  
       
/s/ Tacheng Chester Wang
  
Director
November 1, 2010
Tacheng Chester Wang
      
       
/s/ Mike Mon Yen Tsai
  
Director
November 1, 2010
Mike Mon Yen Tsai
      
       
/s/ Alan B. Howe
  
Director
November 1, 2010
Alan B. Howe