- Post-Effective Amendment to an S-8 filing (S-8 POS)
January 07 2009 - 4:18PM
Edgar (US Regulatory)
Registration No. 333-53902
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
INTRAWARE, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
68-0389976
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
25 Orinda Way
Orinda, CA 94608
(925) 253-4500
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
1996 Stock Option Plan
1998 Director Option Plan
Janus Technologies, Inc. 1997 Stock Option Plan
(Full title of plans)
Mark Bishof
President
Intraware, Inc.
25 Orinda Way
Orinda, California 94608
(925) 253-4500
(Name, address, and
telephone number, including area code, of agent for service)
Copies to:
Gerald Nowak, Esq.
Kirkland & Ellis, LLP
200 East Randolph Drive
Chicago, IL 60601
(312) 861-2000
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. (Check one):
|
|
|
|
|
Large accelerated filer
¨
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
x
|
RECENT EVENTS: DEREGISTRATION
The Registration Statement on Form S-8 (Registration No. 333-53902) (the Registration Statement) of Intraware, Inc. (Intraware), pertaining to the registration of certain shares of
Intrawares common stock, par value $0.0001 per share (Intraware Common Stock), issuable to eligible employees of Intraware under the 1996 Stock Option Plan, 1998 Director Option Plan and Janus Technologies, Inc. 1997 Stock Option
Plan to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission on January 18, 2001.
Intraware, Acresso Software Inc. (Acresso) and Indians Merger Corp., a wholly-owned subsidiary of Acresso (Merger Sub), entered into an Agreement and Plan of Merger, dated as of October 20, 2008, pursuant to
which, among other things, Merger Sub would be merged with and into Intraware, with Intraware surviving as a wholly-owned direct subsidiary of Acresso, and each outstanding share of Intraware Common Stock would be converted into the right to receive
$4.00 in cash, without interest (the Merger).
On January 7, 2009, Intraware effected the Merger pursuant to
Section 251 of the General Corporation Law of the State of Delaware. The Merger became effective as specified in a Certificate of Merger filed with the Secretary of State of the State of Delaware on January 7, 2009 (the Merger
Date).
As a result of the Merger, Intraware has terminated all offerings of Intraware Common Stock pursuant to its existing
registration statements, including the Registration Statement. In accordance with an undertaking made by Intraware in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Intraware Common
Stock which remain unsold at the termination of the offering, Intraware hereby removes from registration all shares of Intraware Common Stock registered under the Registration Statement which remain unsold as of the Merger Date.
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
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orinda, State of California, on January 7, 2009.
|
INTRAWARE, INC.
|
|
/s/ Mark Bishof
|
Mark Bishof
President
|
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
|
|
Date
|
|
|
|
/s/ Mark Bishof
Mark
Bishof
|
|
President, Director (Principal Executive Officer)
|
|
1/7/2009
|
|
|
|
/s/ Joe Freda
Joe Freda
|
|
Vice President, Secretary and Treasurer
(Principal
Financial and Accounting Officer)
|
|
1/7/2009
|
|
|
|
/s/ Jim Ryan
Jim Ryan
|
|
Vice President and Assistant Secretary
|
|
1/7/2009
|
|
|
|
/s/ Orlando Bravo
Orlando Bravo
|
|
Director
|
|
1/7/2009
|
|
|
|
/s/ Seth Boro
Seth Boro
|
|
Director
|
|
1/7/2009
|
Intraware (MM) (NASDAQ:ITRA)
Historical Stock Chart
From May 2024 to Jun 2024
Intraware (MM) (NASDAQ:ITRA)
Historical Stock Chart
From Jun 2023 to Jun 2024