formposam.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
ON FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



Aspyra, Inc.
(Exact name of registrant as specified in its charter)

California
 
7373
 
95-3353465
(State or other jurisdiction of
Incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer
Identification No.)
 
     
 
 
 
4360 Park Terrace Drive, Suite 220
Westlake Village, CA 91361
(818) 880-6700
 
(Address including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 

 
Ademola Lawal
4360 Park Terrace Drive, Suite 220
Westlake Village, CA 91361
(818) 880-6700
 
(Address including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
David Manno, Esq.
Jeff Cahlon, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
(212) 930-9700
 


Approximate date of proposed sale to the public:    Not applicable.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:   [  ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

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 12b2 of the Exchange Act.
 
 
Large accelerated filer
[  ]
Accelerated filer 
[   ]
 
Non-accelerated filer
[  ]
(Do not check if a smaller reporting company)
Smaller reporting company
[X]
 

 
 
1

 

 
 
DEREGISTRATION OF SHARES
 
This Post-Effective Amendment No. 1 on Form S-1 to Form S-3 (File No. 333-150599), which was declared effective by the Securities and Exchange Commission on July 29, 2008 (the “Registration Statement”), is being filed to deregister (i) all unsold shares of outstanding common stock, and (ii) all unsold shares of common stock underlying unexercised warrants of the registrant, Aspyra, Inc., registered under the Registration Statement, and to terminate the effectiveness of the Registration Statement.
 

 
 
 
 
 
 
 
2

 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Westlake Village, State of California, on March 18, 2010.
 
 
ASPYRA, INC.
     
 
By:  
/s/ Ademola Lawal
   
Ademola Lawal, Chief Executive Officer (Principal Executive Officer)
     
 
By:
/s/ Marina Varela
   
Marina Varela, Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
 
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ Ademola Lawal
       
Ademola Lawal
 
Chief Executive Officer and Director
(Principal Executive Officer)
 
March 18, 2010
         
/s/ Marina Varela
       
Marina Varela
 
Chief Accounting Officer
(Principal Accounting and Financial Officer)
 
March 18, 2010
         
/s/ James Zierick
       
James Zierick
 
Chairman
 
March 18, 2010
         
/s/ Robert S. Fogerson, Jr.
       
Robert S. Fogerson, Jr.
 
Director
 
March 18, 2010
         
/s/ Norman R. Cohen
       
Norman R. Cohen
 
Director
 
March 18, 2010
         
/s/ Jeffrey Tumbleson
       
Jeffrey Tumbleson
 
Director 
 
March 18, 2010
         
         
Lawrence Schmid  
  Director    March 18, 2010 
 
 
 
 
 
 
3