Edgar Filing: GERBER SCIENTIFIC INC

s8-pos.htm

Registration No. 333-139856

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

___________________________

Gerber Scientific, Inc.

(Exact name of Registrant as specified in its charter)

___________________________


Connecticut		06-0640743
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


24 Industrial Park Road West
Tolland, Connecticut		06084
(Address of Principal Executive Offices)		(Zip Code)

___________________________

Gerber Scientific, Inc. 1992 Non-Employee Director Stock Option Plan

(Full title of the plan)

___________________________

William V. Grickis, Jr.

Senior Vice President, General Counsel and Secretary

24 Industrial Park Road West

Tolland, Connecticut 06084

(Name and address of agent for service)

(860) 870-2890

(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	þ
Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company	o

TERMINATION OF REGISTRATION

This Post-Effective Amendment No. 1, filed by Gerber Scientific, Inc., a Connecticut corporation (the “Company”), relates to the Company’s Registration Statement on Form S-8 (File No. 33-139856) (the “Registration Statement”), which was filed with the Commission on January 8, 2007, pertaining to the registration of 98,000 shares of common stock of the Company pursuant to the Gerber Scientific, Inc. 1992 Non-Employee Director Stock Option Plan.

On August 22, 2011, pursuant to the Agreement and Plan of Merger, dated as of June 10, 2011, among the Company, Vector Knife Holdings (Cayman), Ltd., a Cayman company (“Parent”), and Knife Merger Sub, Inc., a Connecticut corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.

In connection with the transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.

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 Tolland, State of Connecticut, on August 23, 2011.

	GERBER SCIENTIFIC, INC.
	By:	/s/ Marc T. Giles
		Marc T. Giles
		President and Chief Executive Officer
		(Duly Authorized Officer)

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/ Marc T. Giles	President, Chief Executive Officer and Director	August 23, 2011
Marc T. Giles	(Principal Executive Officer)

/s/ Michael R. Elia	Executive Vice President, Chief Financial Officer and Chief Accounting Officer	August 23, 2011
Michael R. Elia	(Principal Financial Officer and Principal Accounting Officer)

/s/ Alex Slusky	Director	August 23, 2011
Alex Slusky

/s/ Amish Mehta	Director	August 23, 2011
Amish Mehta

/s/ David Baylor	Director	August 23, 2011
David Baylor