Registration No. 333-59226

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

Paragon Technologies, Inc.
(Exact Name of Registrant as Specified in Its Charter) 

 Delaware 22-1643428
(State or Other Jurisdiction of (I.R.S. Employer
 Incorporation or Organization) Identification Number)

600 Kuebler Road
Easton, Pennsylvania 18040
(610) 252-3205
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

SI Handling Systems, Inc. 1997 Equity Compensation Plan
(Full title of the plan)

Ronald J. Semanick
Chief Financial Officer
Paragon Technologies, Inc.
600 Kuebler Road
Easton, Pennsylvania 18040
(610) 252-3205

Copy to:

Cuyler H. Walker, Esq.
Pepper Hamilton LLP
400 Berwyn Park
899 Cassatt Road
Berwyn, Pennsylvania 19312
(610) 640-7800
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Indicate by check mark whether the registrant is a large 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. (Check one): 

Large accelerated filer |_| Accelerated filer |_| Non-accelerated filer |_| Smaller reporting company |X|
 (Do not check if a smaller reporting
 company)

DEREGISTRATION OF SECURITIES

On September 25, 1997, Paragon Technologies, Inc. (the "Company") filed with the Securities Exchange Commission (the "SEC") a Registration Statement on Form S-8 (File No. 333-36397) registering 275,000 shares of common stock of the Company ("Registration Statement No. 1") to be issued pursuant to the SI Handling Systems, Inc. 1997 Equity Compensation Plan (the "Plan"). On April 19, 2001, the Company filed with the SEC a Registration Statement on Form S-8 (File No. 333-59226) registering an additional 300,000 shares of common stock of the Company ("Registration Statement No. 2") to be issued pursuant to the Plan. On July 25, 2001, the Company filed with the SEC a Registration Statement on Form S-8 (File No. 333-65870) registering an additional 300,000 shares of Common Stock of the Company ("Registration Statement No. 3") to be issued pursuant to the Plan. This Post-Effective Amendment No. 1 constitutes Post-Effective Amendment No. 1 to Registration Statement No. 2.

The purpose of this Post-Effective Amendment No. 1 is to deregister, as of the effective date of this Post-Effective Amendment No. 1 to Form S-8, any and all shares of common stock of the Company previously registered under Registration Statement No. 2 that remain available for issuance and sale thereunder as of the date hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, and in accordance with Rule 478(a)(4) under the Act, 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 Easton, Pennsylvania, on April 27, 2009.

PARAGON TECHNOLOGIES, INC. 

By: /s/ RONALD J. SEMANICK
 ----------------------------------------------
Name: Ronald J. Semanick
Title: Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed on April 27, 2009 by the following persons in the capacities indicated. 

 Name Title Date
 ---- ----- ----
 /s/ THEODORE W. MYERS Chairman of the Board April 27, 2009
---------------------------------------------
 Theodore W. Myers



 /s/ LEONARD S. YURKOVIC Acting CEO and Director April 27, 2009
--------------------------------------------- (Principal Executive Officer)
 Leonard S. Yurkovic


 /s/ SAMUEL L. TORRENCE Director April 27, 2009
---------------------------------------------
 Samuel L. Torrence


 /s/ RONALD J. IZEWSKI Director April 27, 2009
---------------------------------------------
 Ronald J. Izewski


 /s/ ROBERT J. SCHWARTZ Director April 27, 2009
---------------------------------------------
 Robert J. Schwartz


 /s/ RONALD J. SEMANICK Vice President - Finance, Chief Financial Officer, April 27, 2009
--------------------------------------------- Treasurer, and Secretary
 Ronald J. Semanick (Principal Accounting and Financial Officer)


 /s/ WILLIAM J. CASEY Executive Vice President April 27, 2009
---------------------------------------------
 William J. Casey

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