AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 2004
REGISTRATION NO. 333-73204
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SSP SOLUTIONS, INC.
-------------------
(Exact name of registrant as specified in its charter)
DELAWARE 33-0757190
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
17861 CARTWRIGHT ROAD, IRVINE, CALIFORNIA 92614
-----------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
SSP SOLUTIONS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
SSP SOLUTIONS, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN
LITRONIC INDUSTRIES, INC. 1998 STOCK OPTION PLAN
BIZ INTERACTIVE ZONE, INC. 2000 STOCK OPTION PLAN
-------------------------------------------------
(Full title of the plan)
MARVIN J. WINKLER
CHIEF EXECUTIVE OFFICER
SSP SOLUTIONS, INC.
17861 CARTWRIGHT ROAD
IRVINE, CALIFORNIA 92614
------------------------
(Name and address of agent for service)
(949) 851-1085
--------------
(Telephone number, including area code, of agent for service)
COPIES TO:
----------
Gregg Amber, Esq.
Cristy Lomenzo Parker, Esq.
Rutan & Tucker, LLP
611 Anton Boulevard, Fourteenth Floor
Costa Mesa, California 92626
(714) 641-5100
================================================================================
AMENDMENT PURPOSE
This post-effective amendment no. 2 to Form S-8 is being filed pursuant
to Rule 462(d) solely for the purpose of updating the exhibit index contained in
Item 8 of Part II of this registration statement on Form S-8 to add exhibit
4.11.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. Exhibits.
--------
Exhibit
Number Description
------ -----------
4.1 SSP Solutions, Inc. 2001 Employee Stock Purchase Plan (2)
4.2 Form of SSP Solutions, Inc. 2001 Employee Stock Purchase Plan
Subscription Agreement (2)
4.3 BIZ Interactive Zone, Inc. 2000 Stock Option Plan (2)
4.4 Form of BIZ Interactive Zone, Inc. Stock Option Agreement (2)
4.5 SSP Solutions, Inc. Amended and Restated 1999 Stock Option
Plan (2)
4.6 Form of SSP Solutions, Inc. Amended and Restated 1999 Stock
Option Plan Incentive Stock Option Agreement (2)
4.7 Litronic Industries, Inc. 1998 Stock Option Plan (1)
4.8 Form of Litronic Industries, Inc. 1998 Stock Option Plan
Incentive Stock Option Agreement (1)
4.9 Certificate of Assistant Secretary dated August 13, 2003
regarding the Unanimous Written Consent of the Board of
Directors of SSP Solutions, Inc. dated December 31, 2001,
approving amendments to the SSP Solutions, Inc. 2001 Employee
Stock Purchase Plan (3)
4.10 SSP Solutions, Inc. Second Amended and Restated 1999 Stock
Option Plan (4)
4.11 Certificate of Assistant Secretary dated July 26, 2004
regarding the Unanimous Written Consent of the Board of
Directors of SSP Solutions, Inc. dated July 23, 2004,
approving amendments to the SSP Solutions, Inc. 2001 Employee
Stock Purchase Plan
5 Opinion of Rutan & Tucker, LLP (2)
23.1 Consent of Rutan & Tucker, LLP (included in Exhibit 5) (2)
23.2 Consent of Haskell & White LLP (5)
24.1 Power of Attorney (contained on the signature pages) (2)
---------------
-2-
(1) Filed on February 11, 1999 as an exhibit to the registrant's
registration statement on Form S-1 (333-72151) and incorporated herein
by reference.
(2) Filed on November 13, 2001 as an exhibit to the initial filing of this
registration statement on Form S-8 (333-73204) and incorporated herein
by reference.
(3) Filed on August 19, 2003 as an exhibit to the registrant's Form 10-QSB
for the quarter ended June 30, 2003 (file no. 000-26227) and
incorporated herein by reference.
(4) Filed on December 18, 2003 as Appendix A to the registrant's definitive
proxy statement on Schedule 14A for the registrant's 2003 annual
meeting of stockholders (file no. 000-26227) and incorporated herein by
reference.
(5) Filed on March 30, 2004 as an exhibit to the registrant's Form 10-KSB
for the year ended December 31, 2003 (file no. 000-26227) and
incorporated herein by reference.
-3-
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 the City of Irvine, State of California, on July 26, 2004.
SSP SOLUTIONS, INC., a Delaware corporation
By: /s/ Kris Shah
------------------------------------------
Kris Shah, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
following capacities on the dates indicated.
Name Title Date
---- ----- ----
* Co-Chairman of the Board, Chief Executive July 26, 2004
------------------------------------------- Officer (principal executive officer) and
Marvin J. Winkler director
/s/ KRIS SHAH Co-Chairman of the Board, President, Chief July 26, 2004
------------------------------------------- Operating Officer, Secretary and director
Kris Shah
* Executive Vice President and July 26, 2004
------------------------------------------- Chief Financial Officer (principal
Thomas E. Schiff financial and accounting officer)
* Director July 26, 2004
-------------------------------------------
Gregg Amber
Director July __, 2004
-------------------------------------------
Ron R. Goldie
Director July __, 2004
-------------------------------------------
David A. Janes
* By: /s/ KRIS SHAH
---------------------------
Kris Shah, Attorney-in-Fact
-4-
EXHIBIT FILED WITH THIS AMENDMENT
4.11 Certificate of Assistant Secretary dated July 26, 2004
regarding the Unanimous Written Consent of the Board of
Directors of SSP Solutions, Inc. dated July 23, 2004,
approving amendments to the SSP Solutions, Inc. 2001 Employee
Stock Purchase Plan