bsqr20210628b_s8pos.htm

 

As filed with the Securities and Exchange Commission on September 9, 2021

 

Registration No. 333-183667

 

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

 

BSQUARE CORPORATION

(Exact name of registrant as specified in its charter)

     

Washington

 

91-1650880

(State or Other Jurisdiction

of Incorporation)

 

(IRS Employer

Identification No.)

 

1415 Western Ave, Suite 700,

Seattle, WA 98101

(Address of Principal Executive Offices)

 

BSQUARE CORPORATION 2011 INDUCEMENT AWARD PLAN

(Full title of the plan)

 

Ralph C. Derrickson

President and Chief Executive Officer

1415 Western Ave, Suite 700

Seattle, WA, 98101

(425) 519-5900

(Name, address, and telephone number, including area code, of agent for service)

 

Copies to:

 

Andrew Ledbetter

DLA Piper LLP (US)

701 5th Ave Ste 7000

Seattle, WA 98104

(206) 839-4845

 


 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

DEREGISTRATION OF SECURITIES

 

Bsquare Corporation (the “Company”) is filing this post-effective amendment to deregister unsold shares of the Company’s common stock that were registered under the Registration Statement on Form S-8 filed on August 31, 2012 (Registration No. 333-183667) (the “Registration Statement”) for issuance pursuant to the 2011 Inducement Award Plan (the “Inducement Plan”). The Company terminated use of the Inducement Plan.  The 297,770 shares deregistered by this Post-Effective Amendment No. 1 may be re-registered by means of a registration statement on Form S-8 for another plan in the future, and the associated registration fee will be carried forward and applied to the total filing fee due for a subsequent registration statement.  Please note, however, that shares remain subject to outstanding awards previously granted under the Inducement Plan and, consequently, the registration statement will remain in effect to cover the potential exercise or issuance of shares with respect to outstanding awards under the Inducement Plan.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Seattle, State of Washington on September 9, 2021.

 

 

Bsquare Corporation 

 

 

 

 

 

 

By:

/s/ Ralph C. Derrickson

 

 

 

Ralph C. Derrickson 

 

 

 

President and Chief Executive Officer 

 

 

 

POWER OF ATTORNEY

 

KNOW BY ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ralph C. Derrickson and Christopher Wheaton, and each of them, as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all Amendments hereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

         

/s/ Ralph C. Derrickson

 

President and Chief Executive Officer and Director

 

September 9, 2021

Ralph C. Derrickson

 

(Principal Executive Officer)

   
         

/s/ Christopher Wheaton

 

Chief Financial Officer, Chief Operating Officer, Secretary

 

September 9, 2021

Christopher Wheaton

 

and Treasurer (Principal Financial and Accounting Officer)

   
         

/s/ Robert J. Chamberlain

 

Director

 

September 9, 2021

Robert J. Chamberlain

       
         

/s/ Ryan Vardeman

 

Director

 

September 9, 2021

Ryan Vardeman

       
         

/s/ Davin W. Cushman

 

Director

 

September 9, 2021

Davin W. Cushman

       
         

/s/ Mary Jesse

 

Director

 

September 9, 2021

Mary Jesse