Blueprint
As
filed with the Securities and Exchange Commission on May 15,
2017
Registration No. 333-36266
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
Infinite Group, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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52-1490422
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(State
or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S.
Employer Identification No.)
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175
Sully’s Trail, Suite 202
Pittsford, New York 14534
(Address
of Principal Executive Offices)
Infinite Group, Inc. 1993, 1994, 1995, 1996, 1997,
1998 and 1999 Stock Option Plans
(Full
Title of the Plan)
James
Villa
Chief
Executive Officer and President
175
Sully’s Trail, Suite 202
Pittsford,
New York 14534
(585)
385-0610
(Name,
Address and Telephone Number of Agent for Service)
With a
copy to:
Gregory
W. Gribben, Esq.
Woods
Oviatt Gilman, LLP
700
Crossroads Building
Rochester,
New York 14614
(585)
987-2800
EXPLANATORY NOTE
Infinite Group,
Inc. (the “Registrant”) is filing this Post-Effective
Amendment No. 1 to Registration Statement on Form S-8 to
deregister certain securities originally registered by the
Registrant pursuant to its Registration Statement on Form S-8 filed
with the Securities and Exchange Commission (the
“Commission”) on May 5, 2000, File No. 333-36266
(the “Registration Statement”), with respect to shares
of the Registrant’s common stock, par value $0.001 per share
(the “Common Stock”), thereby registered for offer or
sale pursuant to the Registrant’s 1993, 1994, 1995, 1996,
1997, 1998 and 1999 Stock Option Plans (collectively, the
“Plans”). A total of 2,340,000 shares of Common Stock
were initially registered for issuance under the Registration
Statement.
There
are no outstanding awards under the Plans and the Registrant does
not intend to grant any additional awards under the Plans.
Accordingly, the Registration Statement is hereby amended to
deregister all shares of Common Stock that were previously
registered and that remain unissued under the Plans.
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 Pittsford, County of Monroe, State of
New York, on May 15, 2017.
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INFINITE GROUP, INC.
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Date: May 15,
2017
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By:
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/s/ James
Villa
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James
Villa
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Chief Executive Officer
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KNOW ALL MEN BY
THESE PRESENTS, that each of the undersigned officers and directors
of Infinite Group, Inc. hereby constitutes and appoints each of
James Villa and James Witzel, his or her attorney-in-fact and
agent, each with full power of substitution and resubstitution for
him or her in any and all capacities, to sign any or all amendments
or post-effective amendments to this registration statement, and to
file the same, with exhibits thereto and other documents in
connection therewith or in connection with the registration of the
shares of common stock under the Securities Act, with the SEC,
granting unto such attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite
and necessary in connection with such matters as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact and
agent or his or her substitute may do or cause to be done by virtue
hereof.
Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities and on the dates
indicated.
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/s/ James
Villa
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Chairman of the
Board, Chief Executive Officer and President
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Date:
May 15,
2017
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James
Villa
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/s/ James
Witzel
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Chief Financial
Officer
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James
Witzel
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/s/ Donald W.
Reeve
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Director
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Donald W.
Reeve
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