As filed with the Securities and Exchange Commission on October 9, 2008
Registration No. 333-153717
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GelTech Solutions, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | 52-2600575 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
1460 Park Lane South, Suite 1, Jupiter, Florida 33458
(Address of Principal Executive Offices) (Zip Code)
2007 Equity Incentive Plan
(Full title of the plan)
Michael Cordani
GelTech Solutions, Inc.
1460 Park Lane South, Suite 1
Jupiter, Florida 33458
(Name and address of agent for service)
(561) 427-6144
(Telephone number, including area code, of agent for service)
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Copies to:
Michael D. Harris, Esq.
Harris Cramer LLP
1555 Palm Beach Lakes Blvd., Suite 310
West Palm Beach, Florida 33401
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 12b2 of the Exchange Act.
Large accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company | ü |
EXPLANATORY NOTE
This Post Effective Amendment is being filed to provide the auditors’ consents that were inadvertently omitted from the GelTech Solutions, Inc. S-8 filed on September 29, 2008.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.
Exhibits.
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(1)
Contained in Form SB-2 filed on July 20, 2007.
(2)
Contained in Form 10-K filed on September 29, 2008.
(3)
Contained in S-8 filed on September 29, 2008.
(4)
Contained in legal opinion filed on September 29, 2008.
II-1
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Jupiter, State of Florida, on October 8, 2008.
| GelTech Solutions, Inc. | |
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| By: | /s/ Michael Cordani |
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| Michael Cordani, Chief Executive Officer |
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| (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act, this Post Effective Amendment No. 1 to registration statement has been signed by the following persons in the capacities and on the date indicated.
Signatures |
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| Date |
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/s/ Michael R. Hull |
| Chief Financial Officer (Principal Financial |
| October 8, 2008 |
Michael R. Hull |
| Officer and Chief Accounting Officer) |
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/s/ Joseph Ingarra |
| Director |
| October 8, 2008 |
Joseph Ingarra |
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/s/ Peter Cordani |
| Director |
| October 8, 2008 |
Peter Cordani |
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/s/ Michael R. Donn, Sr. |
| Director |
| October 8, 2008 |
Michael R. Donn, Sr. |
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| Director |
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Phil D. O’Connell, Jr. |
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/s/ Michael D. Matte |
| Director |
| October 8, 2008 |
Michael D. Matte |
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II-2
EXHIBIT INDEX
Exhibit Number |
| Item |
Exhibit 4.1 |
| 2007 Equity Incentive Plan (1) |
Exhibit 4.2 |
| First Amendment to 2007 Equity Incentive Plan (2) |
Exhibit 4.3 |
| Second Amendment to 2007 Equity Incentive Plan (2) |
Exhibit 5.1 |
| Legal Opinion (3) |
Exhibit 23.1 |
| Consent of Harris Cramer LLP (4) |
| Consent of Salberg & Company, P.A. | |
| Consent of Sweeney, Gates & Co. |
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(1)
Contained in Form SB-2 filed on July 20, 2007.
(2)
Contained in Form 10-K filed on September 29, 2008.
(3)
Contained in S-8 filed on September 29, 2008.
(4)
Contained in legal opinion filed on September 29, 2008.