Registration No. 333-45643

 

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

____________

 

METRO ONE TELECOMMUNICATIONS, INC.

(Exact name of Registrant as Specified in its Charter)

 

Oregon

 

93-0995165

(State or Other Jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

11200 Murray Scholls Place

Beaverton, Oregon  97007

(503) 643-9500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

METRO ONE TELECOMMUNICATIONS, INC.

1994 STOCK INCENTIVE PLAN

(Full Title of the Plan)

____________

 

JAMES F. HENSEL

President and Chief Executive Officer

Metro One Telecommunications, Inc.

11200 Murray Scholls Place

Beaverton, Oregon  97007

(503) 643-9500

(Name, Address, Including Zip Code, and 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  o

 

 

 

 

 

 

 

Non-accelerated filer  o

 

Smaller reporting company  x

 

 

(Do not check if a smaller reporting company)

 

 

 

____________

 

DEREGISTRATION

 

 

 

 

DEREGISTRATION

 

The total number of shares of common stock, no par value per share, of Metro One Telecommunications, Inc. registered pursuant hereto for issuance under the Metro One Telecommunications, Inc. 1994 Stock Incentive Plan is 176,812.5 shares (following adjustment for a 3-for-2 stock split in 2001, and a reverse 1-for-4 stock split in 2006), none of which have been sold since the Registration Statement became effective. The Registration Statement is hereby amended to remove from registration all 176,812.5 shares.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.  

Exhibits.

 

 

See "Exhibit Index" immediately following the signature page below.

 

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Beaverton, state of Oregon, on the 28th day of January, 2009.

 

 

 

METRO ONE TELECOMMUNICATIONS, INC.

(Registrant)

 

 

By:


/s/ James F. Hensel

 

 

 

James F. Hensel

President, Chief Executive Officer

and Director

 

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to registration statement has been signed by the following persons in the capacities indicated as of the 28th day of January, 2009.

 

 

Signature

 

 

Title

 

 

 

 

 

 

James F. Hensel*

 

 

President, Chief Executive Officer, and Director
(Principal Executive, Financial, and Accounting Officer)

 

 

 

 

 

 

Kenneth D. Peterson, Jr.*

 

 

Chairman of the Board of Directors

 

 

 

 

 

 

Jonathan A. Ater*

 

 

Director

 

 

 

 

 

 

Elchanan Maoz*

 

 

Director

 

 

 

 

 

 

Mary Oldshue*

 

 

Director

 

 

 

 

 

 

Richard B. Keller II*

 

 

Director

 

 

 

 

 

 

 

 

 

 

*By

/s/ James F. Hensel

 

 

 

 

James F. Hensel
Attorney-in-fact

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

 

Description

 

 

 

24.1

 

Power of Attorney (incorporated by reference to Exhibit 24.1 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File No. 333-144400) filed January 29, 2009)