As filed with the Securities and Exchange Commission on August 11, 2009
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ENGLOBAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada 88-0322261
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
654 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060
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(Address of principal executive offices) (Zip Code)
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1998 INCENTIVE PLAN
(Full title of the plan)
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Natalie S. Hairston Copy to:
Chief Governance Officer Kathryn K. Lindauer
ENGlobal Corporation Winstead PC
654 N. Sam Houston Parkway E., Suite 400 401 Congress Ave., Suite 2100
Houston, Texas 77060 Austin, Texas 78701
(281) 878-1000 (Name, address and telephone number,
including area code, of agent for service)
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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 X
Non-accelerated filer _____ Smaller reporting company _____
(Do not check if a smaller reporting company)
EXPLANATORY NOTE
ENGlobal Corporation (the "Registrant") is filing this Post-Effective
Amendment No. 1 to Form S-8 Registration Statement to deregister certain
securities originally registered by the Registrant pursuant to its Registration
Statement on Form S-8 filed with the Securities and Exchange Commission (the
"Commission") on August 24, 2005, Commission File No. 333-127803 (the "Prior
Registration Statement"), with respect to shares of the Registrant's common
stock, par value $0.001 per share (the "Common Stock"), thereby registered for
offer or sale pursuant to the Registrant's 1998 Incentive Plan (the "Prior
Plan").
The Prior Plan expired in June 2008. The Registrant adopted a new equity
incentive plan, the ENGlobal Corporation 2009 Equity Incentive Plan (the "2009
Plan"), which replaced the Prior Plan as of June 18, 2009, the date the
Registrant's stockholders approved the 2009 Plan. Subsequent to its expiration
in June 2008, no awards were made under the Prior Plan, and no future awards
will be made under the Prior Plan. As of the date of the Prior Plan's
expiration, 484,000 shares of Common Stock originally registered under the Prior
Registration Statement (the "Carryover Shares") remained available for offer and
sale under the Prior Registration Statement. In accordance with the undertaking
contained in the Prior Registration Statement pursuant to Item 512 of Regulation
S-K, this Post-Effective Amendment No. 1 to the Prior Registration Statement is
being filed to deregister and remove the previously registered shares of Common
Stock that remain unissued and unsold under the Prior Registration Statement,
i.e., the Carryover Shares, as of the date hereof. Furthermore, as of July 15,
2009, 1,156,104 shares of Common Stock remained subject to outstanding awards
previously granted under the Prior Plan (the "Prior Awards"). The Prior
Registration Statement will remain in effect to cover the potential exercise of
the Prior Awards. If the shares underlying the Prior Awards are not issued in
connection with the Prior Plan, such as when a Prior Award is cancelled without
being exercised, then, as of the date of such Prior Award's cancellation, those
underlying shares will no longer be registered under the Prior Registration
Statement.
Contemporaneously with the filing of this Post-Effective Amendment No. 1 to
Form S-8 Registration Statement, the Registrant is filing a Registration
Statement on Form S-8 (the "Registration Statement") to register 433,125 of the
Carryover Shares, which are now available for offer or sale pursuant to the 2009
Plan. The shares underlying any Prior Awards that are not issued in connection
with the Prior Plan will not be registered under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Securities Act"), the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing this Registration
Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Prior Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, Texas, on August 11, 2009:
ENGLOBAL CORPORATION
By: /s/ William A. Coskey
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William A. Coskey, P.E.
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Prior Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
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/s/ William A. Coskey Chief Executive Officer and August 11, 2009
------------------------- Chairman of the Board
William A. Coskey, P.E.
/s/ Robert W. Raiford Chief Financial Officer, August 11, 2009
------------------------- Treasurer
Robert W. Raiford
/s/ David W. Gent Director August 11, 2009
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David W. Gent, P.E.
/s/ Randall B. Hale Director August 11, 2009
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Randall B. Hale
/s/ David C. Roussel Director August 11, 2009
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David C. Roussel
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INDEX TO EXHIBITS
Exhibit Description of Exhibit
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24.1 Power of Attorney (included on the signature page to the Prior
Registration Statement (File No. 333-127803))