As filed with the Securities and Exchange Commission on February 26, 2020
Registration No. 333-234214
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CERENCE INC.
(Exact Name
of Registrant as Specified in Its Charter)
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Delaware
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7374
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83-4177087
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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15 Wayside Road
Burlington, Massachusetts 01803
(617) 351-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Mark Gallenberger
Chief
Financial Officer
15 Wayside Road
Burlington, Massachusetts 01803
(857) 362-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leanne
Fitzgerald
General Counsel
15 Wayside Road
Burlington, Massachusetts 01803
(857) 362-7300
Approximate date of
commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission (the SEC), acting pursuant to said Section 8(a), may determine.
This
Post-Effective Amendment No. 1 (this Post-Effective Amendment) to the Registration Statement on Form S-1 (File No. 333-234214) (the
Registration Statement) as declared effective by the SEC on October 24, 2019, is being filed to update certain disclosures in the Registration Statement and the prospectus contained therein to, among other things, include the
information contained in the Companys Annual Report on Form 10-K (the Annual Report) for the fiscal year ended September 30, 2019 that was filed with the SEC on December 19, 2019
and to make certain other updates contained herein. No additional securities are being registered under this Post-Effective Amendment. Accordingly, this Post-Effective Amendment concerns only the resale from time to time by the selling stockholders
of up to 650,736 shares of the Companys common stock registered under the Registration Statement. All applicable registration fees were paid at the time of the original filing of the Registration Statement.