SigmaTron (SGMA) withdraws 2.1M incentive shares post-merger

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[S-8 POS] Sigmatron International Inc SEC Filing

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[S-8 POS] Sigmatron International Inc SEC Filing

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FAQ

[S-8 POS] Sigmatron International Inc SEC Filing

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FAQ

Q: How many SigmaTron shares are being deregistered?

Q: Does this filing impact the merger consideration for former SGMA shareholders?

Q: Are further SEC filings required for these plans?

Why did SigmaTron (SGMA) file this Post-Effective Amendment?

How many SigmaTron shares are being deregistered?

Which stock plans are affected by the deregistration?

Does this filing impact the merger consideration for former SGMA shareholders?

Are further SEC filings required for these plans?

Why did SigmaTron (SGMA) file this Post-Effective Amendment?

How many SigmaTron shares are being deregistered?

Which stock plans are affected by the deregistration?

Does this filing impact the merger consideration for former SGMA shareholders?

Are further SEC filings required for these plans?

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Why did SigmaTron (SGMA) file this Post-Effective Amendment?

How many SigmaTron shares are being deregistered?

Which stock plans are affected by the deregistration?

Does this filing impact the merger consideration for former SGMA shareholders?

Are further SEC filings required for these plans?

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The filing withdraws over 2.1 million unsold shares that were previously allocated to various employee and director stock plans.

No. The amendment is administrative and does not change the merger terms already executed on 28 Jul 2025.

No. The company states the registration statements are now terminated and Rule 478 waives additional signatures.

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

S-8 POS

Rhea-AI Filing Summary

SigmaTron International, Inc. (SGMA) filed Post-Effective Amendment No. 1 to seven prior Form S-8 registration statements in connection with its 28 Jul 2025 merger with Transom Axis AcquireCo, LLC. Because the company has been merged into a wholly-owned subsidiary of the acquirer, all employee and director equity incentive offerings have been terminated. The amendment therefore deregis颅ters all shares that were previously registered but remain unsold under the following plans:

2021, 2019 & 2013 equity plans 鈥� 1,021,915 shares
2011 & 2004 plans 鈥� 450,000 shares
2000 plans 鈥� 560,000 shares
1997 plan 鈥� 105,000 shares
1994 & 1993 plans 鈥� shares previously registered (exact count not restated)

In aggregate, more than 2.1 million unsold shares of common stock are being withdrawn from registration. The filing formally terminates the effectiveness of all seven registration statements and requires no additional signatures under Rule 478.

Positive

Merger completion confirmed, providing final clarity that SigmaTron is now a wholly-owned subsidiary of Transom Axis AcquireCo.

Negative

All outstanding registered equity awards withdrawn, ending any ability to issue shares under legacy employee and director stock plans.

TL;DR: Procedural filing鈥攄eregisters >2 M incentive shares after completion of merger; limited standalone valuation impact.

The amendment is a routine post-merger housekeeping step. Once SigmaTron became a wholly-owned subsidiary of Transom Axis AcquireCo on 28 Jul 2025, its public equity incentive plans ceased. Consistent with undertakings in each S-8, the company must remove from registration any securities no longer offered. By withdrawing ~2.1 M shares across 11 historic employee & director plans, the firm eliminates lingering SEC reporting obligations and potential registration fees. The action neither alters merger economics nor affects the consideration already delivered to former public shareholders; it simply cleans the corporate record. Impact on current investors is therefore neutral, but participants with unexercised options may now rely on merger-specified treatment rather than public market settlement.

07/28/2025 - 01:46 PM

As filed with the Securities and Exchange Commission on July 28, 2025

Registration No. 333-260598

Registration No. 333-207579

Registration No. 333-178478

Registration No. 333-166210

Registration No. 333-52044

Registration No. 333-63389

Registration No. 33-80147

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8 REGISTRATION STATEMENT No. 333-260598

FORM S-8 REGISTRATION STATEMENT No. 333-207579

FORM S-8 REGISTRATION STATEMENT No. 333-178478

FORM S-8 REGISTRATION STATEMENT No. 333-166210

FORM S-8 REGISTRATION STATEMENT No. 333-52044

FORM S-8 REGISTRATION STATEMENT No. 333-63389

FORM S-8 REGISTRATION STATEMENT No. 33-80147

UNDER

THE SECURITIES ACT OF 1933

SigmaTron International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		36-3918470
(State or other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2201 Landmeier Road

Elk Grove Village, Illinois 60007

(Address including Zip Code of Principal Executive Offices)

2021 Non-Employee Director Restricted Stock Plan

2021 Employee Stock Option Plan

2019 Employee Stock Option Plan

2013 Non-Employee Director Restricted Stock Plan

2011 Employee Stock Option Plan

2004 Directors Stock Option Plan

2004 Employee Stock Option Plan

2000 Directors Stock Option Plan

2000 Employee Stock Option Plan

1997 Directors Stock Option Plan

1994 Directors Stock Option Plan

1993 Stock Option Plan

(Full title of the plans)

Gary R. Fairhead

President

2201 Landmeier Rd.

Elk Grove Village, IL 60007

(847) 956-8000

(Name, address and telephone number, including area code, of agent for service)

With copies to:

Grant J. Levine

Dmitriy A. Tartakovskiy

Greenberg Traurig, P.A.

101 East Kennedy Boulevard, Suite 1900

Tampa, FL 33602

(813) 318-5700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (each a “Registration Statement” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by SigmaTron International, Inc., a Delaware corporation (the “Registrant”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereunder under such Registration Statements:

•

Registration Statement No. 333-260598, registering (i) 150,000 shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”), issuable under the 2019 Employee Stock Option Plan, (ii) 75,000 shares of Common Stock issuable under the 2021 Non-Employee Director Restricted Stock Plan and (iii) 400,000 shares of Common Stock issuable under the 2021 Employee Stock Option Plan, filed with the SEC on October 29, 2021;

•

Registration Statement No. 333-207579, registering (i) 21,305 shares of Common Stock previously issued to employees under the 2013 Employee Stock Purchase Plan and (ii) 375,610 shares of Common Stock issuable under the 2013 Employee Stock Purchase Plan, filed with the SEC on October 23, 2015;

•

Registration Statement No. 333-178478, registering 150,000 shares of Common Stock issuable under the 2011 Employee Stock Option Plan, filed with the SEC on December 14, 2011;

•

Registration Statement No. 333-166210, registering (i) 189,041 shares of Common Stock subject to options outstanding under the 2004 Employee Stock Option Plan, (ii) 60,000 shares of Common Stock subject to options outstanding under the 2004 Directors Stock Option Plan and (iii) 50,959 shares of Common Stock issuable under the 2004 Employee Stock Option Plan, filed with the SEC on April 21, 2010;

•

Registration Statement No. 333-52044, registering (i) 157,500 shares of Common Stock issuable under the 2000 Directors Stock Option Plan, (ii) 60,000 shares of Common Stock subject to options granted to directors under the 2000 Directors Stock Option Plan and (iii) 342,500 shares of Common Stock issuable under the 2000 Employee Stock Option Plan, filed with the SEC on December 18, 2000;

•

Registration Statement No. 333-63389, registering (i) 35,000 shares of Common Stock subject to options granted to directors under the 1997 Directors Stock Option Plan and (ii) 70,000 shares of Common Stock issuable under the 1997 Directors Stock Option Plan, filed with the SEC on September 15, 1998; and

•

Registration Statement No. 33-80147, filed with the SEC on December 7, 1995 registering shares of Common Stock subject to options granted under the 1994 Directors Stock Option Plan and the 1993 Stock Option Plan.

On May 20, 2025, the Registrant entered into that certain Agreement and Plan of Merger (the “Merger Agreement”) with Transom Axis AcquireCo, LLC, a Delaware limited liability company (“Parent”), and Transom Axis MergerSub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on July 28, 2025, Purchaser merged with and into the Registrant with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).

As a result of the Merger, the Registrant has terminated any and all of the offerings and sales of the Registrant’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance under the Registration Statements but remain unsold at the termination of the offerings, the Registrant hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof, and each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 Elk Grove Village, Illinois, on July 28, 2025.

	SIGMATRON INTERNATIONAL, INC.

	By:	/s/ Gary R. Fairhead
	Name	Gary R. Fairhead
	Title:	President

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.

Source:

Because the 28 Jul 2025 merger closed, the company ended all equity offerings and is deregistering unsold shares from seven prior S-8 filings.

The filing withdraws over 2.1 million unsold shares that were previously allocated to various employee and director stock plans.

Plans from 1993 through 2021, including the 2021 Employee Stock Option Plan and 2000 Employee & Director Stock Option Plans, are terminated.

No. The amendment is administrative and does not change the merger terms already executed on 28 Jul 2025.

No. The company states the registration statements are now terminated and Rule 478 waives additional signatures.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company