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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/10/19 TX Holdings, Inc. S-8 POS 12/10/19 1:25K RDG Filings/FA |
Document/Exhibit Description Pages Size
1: S-8 POS Post-Effective Amendment of a Form S-8 HTML 16K
Registration
As filed with the Securities and Exchange Commission on December 10, 2019.
Registration No. 333-103288
UNITED STATES
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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TX HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Georgia |
58-2558702 |
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(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
12080 Virginia Blvd., Ashland, KY 41102
(Address of Principal Executive Offices and Zip Code)
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R Wireless, Inc. 2003 Stock Plan
(Full title of the plan)
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William l. Shrewsbury, Chief Executive Officer
TX Holdings, Inc.
12080 Virginia Blvd.
(Name and address of agent for service)
(606) 928-1131
(Telephone Number, including area code, of agent for service)
With a copy to:
Neil R.E. Carr
Somertons, PLLC
1025 Connecticut Avenue, N.W., Suite 1000
Telephone: (202) 459-4651
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
DE-REGISTRATION OF UNSOLD SECURITIES
TX Holdings, Inc., a Georgia corporation (“Registrant”), is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-8 to withdraw and remove from registration the unissued and unsold shares of the Registrant’s common stock, no par value (“Common Stock”), if any, issuable pursuant to the R Wireless, Inc. 2003 Stock Plan that were registered but have not been sold (“Securities”) under the following Registration Statement on Form S-8 (“Registration Statement”) filed by the Registrant with the Securities and Exchange Commission (“SEC”) (note that the share number listed below does not take into account corporate actions, such as stock splits, taken in the interim):
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Registration Statement on Form S-8 (File. No 333-103288) originally filed with the SEC on February 19, 2003, registering 6,000,000 shares of the Registrant’s Common Stock under and pursuant to the R Wireless Inc. 2003 Stock Plan. |
Effective July 27, 2005, the Registrant changed its name from R Wireless, Inc., to TX Holdings, Inc.
The Registrant has terminated all offerings of the Securities pursuant to the Registration Statement. The Registrant intends to deregister its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, through the filing of a Form 15 with the SEC. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration the Securities of the Registrant registered but unsold under the Registration Statement.
SIGNATURES
The Registrant. 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 Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ashland, Commonwealth of Kentucky, on this 10th day of December, 2019.
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TX HOLDINGS, INC. |
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By: |
/s/ William L. Shrewsbury |
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William L. Shrewsbury Chief Executive Officer (Principal Executive Officer) |
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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.
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Signature |
Title |
Date |
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/s/ William L. Shrewsbury William L. Shrewsbury |
Chairman of the Board, Chief Executive Officer and President, Director (Principal Executive Officer) |
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ber /s/ Jose Fuentes |
Chief Financial Officer (Principal Financial and Accounting Officer), Director |
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/s/ James J. Graneto |
Director |
| This ‘S-8 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 12/10/19 | |||
| 7/27/05 | ||||
| 2/19/03 | 10QSB, S-8 | |||
| List all Filings | ||||