ALIGN TECHNOLOGY INC — Regulatory Filings 2012

Jul 24, 2012

As filed with the Securities and Exchange Commission on July 24, 2012

Registration No. 333-134477

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

________

ALIGN TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

________

Delaware	94-3267295
(State of Incorporation)	(I.R.S. Employer Identification No.)

2560 Orchard Parkway

San Jose, CA 95131

(Address of Principal Executive Offices)

________

Employee Stock Purchase Plan

(Full Titles of the Plans)

________

Kenneth B. Arola

Chief Financial Officer

Align Technology, Inc.

2560 Orchard Parkway

San Jose, CA 95131

(408) 470-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

________

Copies to:

Chris Fennell, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304-1050 (650) 493-9300 Roger E. George Vice President, Corporate and Legal Affairs and General Counsel Align Technology, Inc. 2560 Orchard Parkway San Jose, CA 95131 (408) 470-1000

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	o

Explanatory Note

Align Technology, Inc., a Delaware corporation (the “Company”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain securities previously registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 25, 2006 (Registration No. 333-134477) (the “Registration Statement”). The Registration Statement registered 1,500,000 shares of the Company's common stock (the “Shares”) for issuance, offer or sale pursuant to the Company's 2001 Employee Stock Purchase Plan (the “2001 ESPP”).

In May 2010, the stockholders of the Company approved the 2010 Employee Stock Purchase Plan which replaced the 2001 ESPP. No further Shares will be issued under the 2001 ESPP. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold at the termination of the offering, the Company hereby amends the Registration Statement by deregistering all Shares that were registered but unsold under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Registration Statement No.1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 24 th day of July, 2012.

ALIGN TECHNOLOGY, INC.
By: /s/ Thomas M. Prescott
Thomas M. Prescott
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.

	SIGNATURE	TITLE	DATE
	/s/ Thomas M. Prescott	President and Chief Executive Officer (Principal Executive Officer)	July 24, 2012
	Thomas M. Prescott
	*	Director	July 24, 2012
	David E. Collins
	*	Director	July 24, 2012
	Joseph Lacob
	*	Director	July 24, 2012
	C. Raymond Larkin
		Director
	George J. Morrow
		Director
	David C. Nagel
	*	Director	July 24, 2012
	Greg J. Santora
	*	Director	July 24, 2012
	Warren S. Thaler
*By:	/s/ Thomas M. Prescott		July 24, 2012
	Thomas M. Prescott
	as Attorney-in-fact