As filed with the Securities and Exchange Commission on October 9, 2014

Registration No. 333-159686

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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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POST EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT NO. 333-159686

UNDER THE SECURITIES ACT OF 1933

ORBIT INTERNATIONAL CORP.

(exact name of Registrant as specified in its charter)

 

80 Cabot Court, Hauppauge, New York 11788

(Address of Principal Executive Offices including Zip Code)

Orbit International Corp. 2009 Independent Directors Incentive Stock Plan

Orbit International Corp. 2006 Employee Stock Incentive Plan

 (Full title of the plan)

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Mitchell Binder

Chief Executive Officer

Orbit International Corp.

80 Cabot Court, Hauppauge, New York 11788

(631) 435-8300

(Name and address, including zip code, and telephone

number, including area code, of agent for service)

Copy to:

Irvin I. Brum, Esq.

Ron Ben-Bassat, Esq.

Ruskin Moscou Faltischek, P.C.

1425 RXR Plaza, East Tower, 15^th Floor

Uniondale, New York 11556

(516) 663-6600

(516) 663-6643 (facsimile)

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

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EXPLANATORY NOTE

DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment relates to the following Registration Statement on Form S-8 of Orbit International Corp. (the “Company”):

Registration No. 333-159686 pertaining to the registration of 350,000 shares of common stock, par value $0.10 per share, of the Company, which was filed with the United States Securities and Exchange Commission and became effective on June 3, 2009 (the “Registration Statement”). In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which 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.

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 Hauppauge, New York, on October 9, 2014.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.