Unassociated Document
As
filed with the Securities and Exchange Commission on January 31,
2006
Registration
No. 333-40268
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
CENTRA
SOFTWARE, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation or Organization)
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04-3268918
(I.R.S.
Employer
Identification
Number)
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430
Bedford Street
Lexington,
Massachusetts
(Address
of Principal Executive Offices))
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02420
(Zip
Code)
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Centra
Software 1995 Stock Plan
Centra
Software, Inc. 1999 Stock Incentive Plan
Centra
Software, Inc. 1999 Director Stock Option Plan
Centra
Software, Inc. 1999 Employee Stock Purchase Plan
(Full
Title of the Plan)
Leon
Navickas
Centra
Software, Inc.
430
Bedford Street
Lexington,
MA 02420
(Name
and Address of Agent for Service)
(781)
861-7000
(Telephone
Number, including Area Code, of Agent for Service)
With
copies to:
Robert
L. Birnbaum, Esq.
Foley
Hoag llp
155
Seaport Boulevard
Boston,
Massachusetts 02210
(617)
832-1000
We
registered 1,501,176 shares of our common stock issuable under our 1999 Stock
Incentive Plan, 200,000 shares of our common stock issuable under our 1999
Director Stock Option Plan and 1,500,000 shares of our common stock issuable
under our 1999 Employee Stock Purchase Plan. We hereby remove from registration
all of the shares of common stock registered under this registration statement
which have not been sold as of the time of filing of this Post-Effective
Amendment No. 1.
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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Town of
Lexington, The Commonwealth of Massachusetts, on this 31st
day of
January, 2006.
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Centra
Software, Inc.
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By: |
/s/
Leon
Navickas |
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Name:
Leon
Navickas |
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Title:
Chief Executive Officer |