As Filed with the Securities and Exchange Commission on March 1, 2001
Registration No. 33-94553
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INTERDIGITAL COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Charter)
PENNSYLVANIA 23-1882087
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
781 Third Avenue
King of Prussia, Pennsylvania 19406
(610) 878-7800
(Address, including zip code, and telephone
number, including area code, of Registrant's principal
executive offices)
1997 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of the plan)
William J. Merritt, General Counsel
InterDigital Communications Corporation
781 Third Avenue
King of Prussia, Pennsylvania 19406
(Name and address of agent for service)
(610) 878-7800
(Telephone number, including area code, of agent for service)
Upon its effectiveness on January 12, 2000, this Registration
Statement of InterDigital Communications Corporation (the "Company") on Form
S-8, Registration No. 33-94553 (the "Registration Statement"), covered 1,500,000
shares of common stock of the Company, par value $.01 per share ("Common
Stock"), related to options granted or to be granted under the Company's 1997
Stock Option Plan for Non-Employee Directors (the "1997 Stock Option Plan").
In connection with the approval and adoption by the Company of
an award and incentive compensation plan entitled the 2000 Stock Award and
Incentive Plan (the "2000 Plan"), all shares remaining available for awards
under the 1997 Stock Option Plan are now available for issuance under the 2000
Plan. No further options to purchase shares of Common Stock will hereafter be
granted under the 1997 Stock Option Plan.
Accordingly, by this Post-Effective Amendment, the Company
hereby deregisters 865,641 shares of Common Stock covered by the Registration
Statement. These deregistered shares represent all of the shares remaining
available for awards under the 1997 Stock Option Plan as of the effective date
of the 2000 Plan that are being carried over to the 2000 Plan Registration
Statement as shares of Common Stock to be available for offer and sale under the
2000 Plan.
Signature
Pursuant to the requirements of the Act, and in accordance
with Rule 478(a)(4) under the Act, the Company 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 the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in
King of Prussia, Pennsylvania, on February 28, 2001.
INTERDIGITAL COMMUNICATIONS CORPORATION
By: /s/ Howard E. Goldberg
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Howard E. Goldberg, Chief Executive Officer,
the principal executive officer
Date: February 28, 2001