As filed with the Securities and Exchange Commission on June 16, 2006
Commission File No. 333-106842
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PARADIGM MEDICAL INDUSTRIES, INC.
(Name of small business issuer in its charter)
Delaware 3841 87-0459536
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification
Number)
2355 South 1070 West
Salt Lake City, Utah 84119
(801) 977-8970
(Address and telephone number of registrant's principal
executive offices and principal place of business)
Raymond P.L. Cannefax, President and Chief Executive Officer,
2355 South 1070 West
Salt Lake City, Utah 84119
(801) 977-8970
(Name, address and telephone number of agent for service)
______________________
Copies to:
Randall A. Mackey, Esq.
Mackey Price Thompson & Ostler
350 American Plaza II
57 West 200 South
Salt Lake City, Utah 84101-3663
Telephone: (801) 575-5000
Approximate date of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are being
offered pursuant to dividend or reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are being
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended (the "Securities Act"), other than securities
offered only in connection with dividend or interest reinvestment plans, 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
___________________________
This Post-Effective Amendment No. 2 to Form SB-2 shall become effective
in accordance with Section 8(c) of the Securities Act of 1933, as amended, on
such a date as the Commission, acting pursuant to Section 8(c), may determine.
DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 2 to the Registration Statement on
Form SB-2, as amended (No. 333-106842), which was declared effective on February
10, 2005, is being filed to deregister unsold shares of common stock of the
Registrant, Paradigm Medical Industries, Inc. The previous Post-Effective
Amendment No. 1 to the Registration Statement was filed with the Commission on
June 29, 2005. This Post-Effective Amendment No. 2 to the Registration Statement
is being filed to deregister, as of the effectiveness of this post-effective
amendment, 18,448,006 shares of common stock, the sale of which was registered
under the Registration Statement, that were not sold under the Registration
Statement. The Registrant registered 18,448,006 shares in the offering. As of
June 16, 2006, the Registrant sold no shares in the offering and, as a result,
18,448,006 shares that were registered in the offering remain unsold as of the
offering termination date.
In accordance with the undertaking contained in Item 512(a)(3) of
Regulation S-B of the General Rules and Regulations under the Securities Act of
1933, as amended, we are filing this Post-Effective Amendment No. 2 to
deregister the shares that were not sold in the offering. This Post-Effective
Amendment No. 2 deregisters 18,448,006 shares of our common stock, which remain
unsold as of the offering termination date on June 16, 2006.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form SB-2, and has duly caused
this Post- Effective Amendment No. 2 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Salt Lake City,
State of Utah, this 16th day of June, 2006.
PARADIGM MEDICAL INDUSTRIES, INC.
By:/s/ Raymond P.L. Cannefax
-------------------------
Raymond P.L. Cannefax
Its: President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to the Registration Statement has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated: Signature Title Date
/s/ Raymond P.L. Cannefax President and Chief June 16, 2006
-------------------------- Executive Officer
Raymond P.L. Cannefax (Principal Executive
Officer)
/s/ Randall A. Mackey Chairman of the Board June 16, 2006
----------------------
Randall A. Mackey
/s/ David M. Silver Director June 16, 2006
--------------------
David M. Silver
/s/ Keith D. Ignotz Director June 16, 2006
--------------------
Keith D. Ignotz
/s/ John C. Pingree Director June 16, 2006
--------------------
John C. Pingree
/s/ Luis A. Mostacero Vice President of Finance, June 16, 2006
---------------------- Treasurer and Secretary
Luis A. Mostacero (Principal Financial and
Accounting Officer)
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