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As filed with the Securities and Exchange Commission on November 27, 2013

Registration No. 333-  _______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
SPY Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
33-0580186
(State or Other Jurisdiction of
  
(I.R.S. Employer
Incorporation or Organization)
  
Identification No.)
 
2070 Las Palmas Drive
Carlsbad, California 92011
(Address of Principal Executive Offices)
 
Amended and Restated 2004 Stock Incentive Plan
(Full title of the plan)
 
Michael Marckx
President and Chief Executive Officer
SPY Inc.
2070 Las Palmas Drive
Carlsbad, California 92011
(Name and address of agent for service)
 
(760) 804-8420
(Telephone number, including area code, of agent for service)
 
Copies to:
Daniel W. Rumsey, Managing Partner
Disclosure Law Group, LLP
600 W. Broadway, Suite 700
San Diego, California 92101
 
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.
             
Large Accelerated filer    [   ]
  
Accelerated filer    [   ]
  
Non-accelerated filer    [   ]
  
Smaller reporting company    [X]

 
 
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Securities to be Registered
  
Amount to be
Registered (1)
  
Proposed Maximum
Offering Price per
Share
  
Proposed Maximum
Aggregate Offering
Price
  
Amount of
Registration Fee
Common Stock, $0.0001 par value per share: To be issued under the 2004 Stock Incentive Plan
  
700,000
  
$1.45(2)
  
$1,015,000.00(2)
  
$130.73

(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall also be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
   
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended. The price per share and aggregate offering price are based upon the average of the high and low sales price on the OTC Bulletin Board on November 22, 2013.

 
 
 
 
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
 
This Registration Statement on Form S-8 (the “Registration Statement”) registers 700,000 additional shares of SPY Inc.’s (the “Company,” “we,” “us” or “our”) common stock, par value $0.001 per share (“Common Stock”), that may be issued pursuant to SPY Inc.’s 2004 Stock Incentive Plan (as amended and restated, the “Plan”), commencing January 1, 2013.
 
In accordance with General Instruction E to Form S-8, the contents of the previous Registration Statements on Form S-8 filed by us with the Securities and Exchange Commission (“SEC”) on December 14, 2004 (File No. 333-121223), August 8, 2011 (File No. 333-176141) and March 21, 2012 (File No. 333-180261) are incorporated by reference into this Registration Statement.

PART II
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
Item 3.
Incorporation of Documents by Reference
 
In addition to the incorporation of the Company's previous Registration Statements on Form S-8, as identified above, the Company hereby incorporates by reference the documents listed below, as these documents were not included in the previous Registration Statements on Form S-8.

(a)
The Company’s Annual report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC on March 20, 2013;

(b)
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above (in each case, except for the information furnished under Items 2.02 or 7.01 in any current report on Form 8-K); and

(c)
The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 000-51071), filed with the SEC on December 13, 2004.
 
Item 8.
Exhibits

Exhibit
No.
  
 
Document Description
  
 
Incorporation by Reference
         
5.1  
Opinion and Consent of Disclosure Law Group LLP
  
Filed herewith.
         
23.1  
Consent of Mayer Hoffman McCann P.C.
  
Filed herewith.
         
99.1  
2004 Stock Incentive Plan (as amended and restated on September 13, 2011)
  
Incorporated by reference to the Company’s Form 10-Q filed on November 14, 2011.
         
99.2  
Form of Restricted Share Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)
  
Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.
         
99.3  
Form of Stock Option Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)
  
Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.
         
99.4  
Form of Stock Appreciation Rights Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)
  
Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.
         
99.5  
Form of Stock Unit Agreement (for use under the 2004 Stock Incentive Plan as amended and restated on September 13, 2011)
  
Incorporated by reference to the Company’s Form 10-K filed on March 20, 2012.

 
-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 city of Carlsbad, State of California, on November 27, 2013.
 
SPY Inc.
  
   
By: /s/ James McGinty
  
Name: James McGinty
  
Title: Chief Financial Officer
  
 
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.
 
Signature
  
Title(s)
  
Date
     
/s/ Michael Marckx
Michael Marckx
  
President and Chief Executive Officer (Principal Executive Officer)
  
November 27, 2013
     
/s/ James McGinty
James McGinty
  
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer), Treasurer and Secretary
  
November 27, 2013
     
/s/ Seth W. Hamot
Seth W. Hamot
  
Chairman of the Board of Directors
  
November 27, 2013
     
/s/ Gregory R. Andrews
Gregory R. Andrews
  
Director
  
November 27, 2013
     
/s/ Harry Casari
Harry Casari
  
Director
  
November 27, 2013
     
/s/ Fir Geenen
Fir Geenen
  
Director
  
November 27, 2013
     
/s/ David R. Mitchell
David R. Mitchell
  
Director
  
November 27, 2013
         
/s/ John Pound
  
Director
  
November 27, 2013
John Pound
  
         
/s/ Stephen Roseman
  
Director
  
November 27, 2013
Stephen Roseman
  
         
/s/ J. David Chute
  
Director
  
November 27, 2013
J. David Chute
  
         
/s/ David Rane
  
Director
  
November 27, 2013
David Rane