ALGN S-8 POS 134477


As filed with the Securities and Exchange Commission on July 24, 2012
Registration No. 333-134477
 
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
____________________
ALIGN TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
____________________
Delaware
94-3267295
(State of Incorporation)
(I.R.S. Employer
Identification No.)
2560 Orchard Parkway
San Jose, CA 95131
(Address of Principal Executive Offices)
____________________
Employee Stock Purchase Plan
(Full Titles of the Plans)
____________________
Kenneth B. Arola
Chief Financial Officer
Align Technology, Inc.
2560 Orchard Parkway
San Jose, CA 95131
(408) 470-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
____________________
Copies to:
Chris Fennell, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
Roger E. George
Vice President, Corporate and Legal
Affairs and General Counsel
Align Technology, Inc.
2560 Orchard Parkway
San Jose, CA 95131
(408) 470-1000
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
  x
Accelerated filer
o
Non-accelerated filer
  o  (Do not check if a smaller reporting company)
Smaller reporting company
o





 
Explanatory Note
    
Align Technology, Inc., a Delaware corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain securities previously registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 25, 2006 (Registration No. 333-134477) (the “Registration Statement”). The Registration Statement registered 1,500,000 shares of the Company's common stock (the “Shares”) for issuance, offer or sale pursuant to the Company's 2001 Employee Stock Purchase Plan (the “2001 ESPP”).

In May 2010, the stockholders of the Company approved the 2010 Employee Stock Purchase Plan which replaced the 2001 ESPP. No further Shares will be issued under the 2001 ESPP. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by deregistering all Shares that were registered but unsold under the Registration Statement.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Registration Statement No.1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 24th day of July, 2012.
 
 
 
ALIGN TECHNOLOGY, INC.
 
By: /s/  Thomas M. Prescott
 
 
Thomas M. Prescott
 
Chief Executive Officer
 
 
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.





 
SIGNATURE
 
TITLE
 
DATE
 
 
 
 
 
 
 
/s/ Thomas M. Prescott
 
President and Chief Executive Officer (Principal Executive Officer)
 
July 24, 2012
 
Thomas M. Prescott
 
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
July 24, 2012
 
David E. Collins
 
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
July 24, 2012
 
Joseph Lacob
 
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
July 24, 2012
 
C. Raymond Larkin
 
 
 
 
 
 
 
 
 
 
 
 
 
Director
 
 
 
George J. Morrow
 
 
 
 
 
 
 
 
 
 
 
 
 
Director
 
 
 
David C. Nagel
 
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
July 24, 2012
 
Greg J. Santora
 
 
 
 
 
 
 
 
 
 
 
*
 
Director
 
July 24, 2012
 
Warren S. Thaler
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*By:
/s/ Thomas M. Prescott
 
 
 
July 24, 2012
 
Thomas M. Prescott
 
 
 
 
 
as Attorney-in-fact