As filed with the Securities and Exchange Commission on August 17, 2006.
Registration No. 333-97583
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
SUPERCONDUCTIVE COMPONENTS, INC.
(Exact name of Registrant as specified in its charter)
     
Ohio
(State or other jurisdiction
of incorporation or organization) 		  31-121318
(I.R.S. Employer
Identification No.)
2839 Charter Street
Columbus, Ohio 43228
(Address of Registrant’s principal executive offices)
SUPERCONDUCTIVE COMPONENTS, INC.
FOURTH AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(Full Title of the Plan)

Daniel Rooney
President and Chief Executive Officer
Superconductive Components, Inc.
2839 Charter Street
Columbus, Ohio 43228
(614) 486-0261
(Name, address and telephone number of agent for service)

Copies of Correspondence to:
Curtis A. Loveland, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-2004
EXPLANATORY STATEMENT
          We previously registered a total of 900,000 shares of our common stock in connection with the Superconductive Components, Inc. 1995 Stock Option Plan (the “1995 Plan”) by two separate registration statements on Form S-8, as follows:
  •   600,000 shares were registered by a Registration Statement on Form S-8, filed August 10, 2001, File No. 333-67212 (the “2001 Form S-8”); and
 
  •   300,000 shares were registered by a Registration Statement on Form S-8, filed August 2, 2002, File No. 333-97583 (the “2002 Form S-8”).
          On June 9, 2006, our shareholders approved the Superconductive Components, Inc. 2006 Stock Incentive Plan (the “2006 Plan”), which replaces the 1995 Plan. Of the 900,000 shares originally registered in connection with the 1995 Plan, 297,450 have not been issued and are not subject to issuance upon exercise of outstanding awards granted under the 1995 Plan.
          Pursuant to Instruction E to Form S-8 and the telephonic interpretation of the Securities and Exchange Commission set forth at pages 123-124 of the Division of Corporation Finance’s Manual of Publicly Available Telephone Interpretations, dated July 1997 (see G. Securities Act Forms, number 89), 297,450 shares of our common stock registered on the 2002 Form S-8 are carried forward to, and deemed covered by, the Registration Statement on Form S-8 filed on the date hereof in connection with the 2006 Plan (the “2006 Form S-8”).
          

In addition to the 297,450 shares being carried forward to the 2006 Form S-8 on the date hereof, approximately 575,250 shares registered in connection with the 1995 Plan have not been issued but may be issued in accordance with the terms of the 1995 Plan. In the event any of these approximately 575,250 shares are not issued in connection with the 1995 Plan, we intend to periodically file additional post effective amendments to the 2001 Form S-8 and/or the 2002 Form S-8, and the 2006 Form S-8 carrying forward such shares for issuance in connection with the 2006 Plan.

 

TABLE OF CONTENTS

PART II
Item 8. Exhibits
Signatures
EXHIBIT INDEX
EX-23.B
EX-24

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
         
Exhibit Number            Description     
 
       
4(a)
      Superconductive Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan (previously filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No. 333-97583) filed with the Securities and Exchange Commission on August 2, 2002, and incorporated herein by reference).
 
       
4(b)
      Certificate of Second Amended and Restated Articles of Incorporation of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the Company’s initial Form 10-SB, filed on September 28, 2000).
 
       
4(c)
      Restated Code of Regulations of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(b) to the Company’s initial Form 10-SB, filed on September 28, 2000).
 
       
5
      Opinion of Porter, Wright, Morris & Arthur LLP regarding legality (Incorporated by reference to Exhibit 5 to the Company’s Form S-8 Registration Statement, dated August 2, 2002 (Registration No. 333-97583)).
 
       
23(a)
      Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 to the Company’s Form S-8 Registration Statement, dated August 2, 2002 (Registration No. 333-97583), and incorporated herein by reference).
 
       
23(b)
  *   Consent of Independent Registered Public Accounting Firm.
 
       
24
  *   Powers of Attorney (incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-8 (Registration No. 333-97583) filed with the Securities and Exchange Commission on August 2, 2002, with the exception of the Power of Attorney for Mr. Peitz, which is filed herewith).
 
*   Filed herewith.

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 Registration Statement, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on August 17, 2006.
         
  Superconductive Components, Inc.
  		 
  By:   /s/ Daniel Rooney    
    Daniel Rooney, President and Chief Executive Officer   
       
 
          In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates indicated:
         
Signature   Title   Date
 
       
/s/ Daniel Rooney
  President, Chief Executive Officer   August 17, 2006
 
       
Daniel Rooney
  and Chairman of the Board of Directors    
 
  (principal executive officer)    
 
       
/s/ Gerald S. Blaskie*
  Vice President and Chief Financial Officer   August 17, 2006
 
       
Gerald S. Blaskie
  (principal financial officer and    
 
  principal accounting officer)    
 
       
/s/ Robert J. Baker, Jr.*
  Director   August 17, 2006
 
       
Robert J. Baker, Jr.
       
 
       
/s/ Walter J. Doyle*
  Director   August 17, 2006
 
       
Walter J. Doyle
       
 
       
/s/ Robert H. Peitz*
  Director   August 17, 2006
 
       
Robert H. Peitz
       
 
       
/s/ Edward W. Ungar*
  Director   August 17, 2006
 
       
Edward W. Ungar
       
         
 
*By:
  /s/ Daniel Rooney
 
Daniel Rooney, Attorney-in fact 		   

Registration No. 333-97583
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
Superconductive Components, Inc.
EXHIBITS
EXHIBIT INDEX
         
Exhibit Number            Description     
 
       
4(a)
      Superconductive Components, Inc. Fourth Amended and Restated 1995 Stock Option Plan (previously filed as Exhibit 4(a) to the Company’s Registration Statement on Form S-8 (Registration No. 333-97583) filed with the Securities and Exchange Commission on August 2, 2002, and incorporated herein by reference).
 
       
4(b)
      Certificate of Second Amended and Restated Articles of Incorporation of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(a) to the Company’s initial Form 10-SB, filed on September 28, 2000).
 
       
4(c)
      Restated Code of Regulations of Superconductive Components, Inc. (Incorporated by reference to Exhibit 3(b) to the Company’s initial Form 10-SB, filed on September 28, 2000).
 
       
5
      Opinion of Porter, Wright, Morris & Arthur LLP regarding legality (Incorporated by reference to Exhibit 5 to the Company’s Form S-8 Registration Statement, dated August 2, 2002 (Registration No. 333-97583)).
 
       
23(a)
      Consent of Porter, Wright, Morris & Arthur LLP (included in Exhibit 5 to the Company’s Form S-8 Registration Statement, dated August 2, 2002 (Registration No. 333-97583), and incorporated herein by reference).
 
       
23(b)
  *   Consent of Independent Registered Public Accounting Firm.
 
       
24
  *   Powers of Attorney (incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-8 (Registration No. 333-97583) filed with the Securities and Exchange Commission on August 2, 2002, with the exception of the Power of Attorney for Mr. Peitz, which is filed herewith).
 
*   Filed herewith.
 

Exhibit 23(b)
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8, of Superconductive Components, Inc. relating to the 2006 Stock Incentive Plan, and the Post Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-97583, of our report dated February 8, 2006, relating to the financial statements which appear in the Company’s Form 10-KSB for the year ended December 31, 2005.
/s/ Hausser + Taylor LLC
Columbus, Ohio
August 14, 2006

Exhibit 24
POWER OF ATTORNEY
The undersigned, who is a director of Superconductive Components, Inc., an Ohio corporation (the Company), does hereby constitute and appoint Daniel Rooney and Gerald S. Blaskie to be his agents and attorneys in-fact with the power to act fully hereunder without the other and with full power of substitution to act in the name and on behalf of the undersigned;
  •   To sign and file with the Securities and Exchange Commission any Post-effective Amendment to the Registration Statement of the Company on Form S-8 (Registration No. 333-97583) (the “Registration Statement”), filed for the purpose of registering under the Securities Act of 1933, as amended, 300,000 shares of the Company’s Common Stock, without par value, to be sold and distributed by the Company pursuant to the Company’s 1995 Stock Option Plan; and
  •   To do and perform in the name and on behalf of the undersigned, in any and all such capacities, every act and thing whatsoever necessary to be done in and about the premises in connection with the filing of the Post-effective Amendment to the Registration Statement as fully as the undersigned could or might do in person, and hereby ratifying all that any such attorney-in-fact or his substitute may do by virtue hereof.
Each agent named above is hereby empowered to determine in his discretion the times when, the purposes for, and the names in which, any power conferred upon him herein shall be exercised and the terms and conditions of any instrument, certificate or document which may be executed by him pursuant to this instrument.
This Power of Attorney shall not be affected by the disability of the undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be governed by those laws of the State of Ohio that apply to instruments negotiated, executed, delivered and performed solely within the State of Ohio.
This Power of Attorney may be executed in any number of counterparts, each of which shall have the same effect as if it were the original instrument and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney this 20th day of June, 2006.
         
     
  /s/ Robert H. Peitz    
  Robert H. Peitz