As filed with the Securities and Exchange Commission on February 1, 2006

Registration No. 33-86760

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
 
1MAGE SOFTWARE, INC.
(Exact name of registrant as specified in its charter)

Colorado
84-0866294
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

6025 S. Quebec Street, Suite 300
Englewood, Colorado 80111
(303) 694-9180
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Information Solutions, Inc. 1993 Stock Option Plan
(Full title of the plan)
____________________

 
With copies to:
DAVID R. DEYOUNG
President
1mage Software, Inc.
6025 S. Quebec Street, Suite 300
Englewood, Colorado 80111
(303) 694-9182
(303) 796-0587 Fax
S. LEE TERRY, JR., ESQ.
Davis Graham & Stubbs LLP
1550 17th Street, Suite 500
Denver, Colorado 80202
(303) 892-9400
(303) 893-1379 Fax
(Names, addresses, including zip codes, and telephone numbers, including area codes, of agent for service)






DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 33-86760) (the “Registration Statement”) of 1mage Software, Inc. (the “Company”) pertaining to up to 235,000 shares of the Company’s common stock, $.004 par value, under the Company’s 1993 Stock Option Plan, which was filed with the Securities and Exchange Commission and became effective on November 29, 1994. As of January 20, 2006, 13,500 shares previously registered under the Registration Statement had not been issued.
 
On October 31, 2005, the Company filed a Form 15 and on November 1, 2005, a Form 15/A with the Commission to effect the deregistration of its common stock. In accordance with the undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company registered but unsold under the Registration Statement.
 

 

 

2


SIGNATURES
 
Pursuant to 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 for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Englewood, State of Colorado, on January 31, 2006.
 
     
  1MAGE SOFTWARE, INC.
 
 		  
 		  
 
  By:   /s/David R. DeYoung
  David R. DeYoung, President
   
 
 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 has been signed by the following person on the dates and in the capacities indicated:
 
Signatures
  
Title
  
Date
 
/s/David R. DeYoung 
David R. DeYoung
 
  
 
President and Principal Chief Executive Officer and Director
  
 
January 31, 2006
/s/Mary Anne DeYoung
 Mary Anne DeYoung
 
  
 
Vice President, Finance,
Principal and Accounting Officer and Director
  
 
January 31, 2006
/s/Robert Wiegand II
 Robert Wiegand, II
 
  
 
Secretary and Director
  
 
January 31, 2006
/s/John G. Mazza
 John G. Mazza
 
  
 
Director
  
 
January 31, 2006
/s/Spencer D. Lehman
 Spencer D. Lehman
  
 
Director
  
 
January 31, 2006