Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 15 2019 - 3:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 15, 2018
Registration No. 333-216348
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
MINDBODY, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-1898451
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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4051 Broad Street, Suite 220
San Luis Obispo, California
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93401
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(Address of Principal Executive Offices)
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(Zip Code)
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2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plans)
Richard
Stollmeyer
Chief Executive Officer
MINDBODY, Inc.
4051
Broad Street, Suite 220
San Luis Obispo, California
(877) 755-4279
(Telephone
number, including area code, of agent for service)
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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☒
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Accelerated filer
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☐
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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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☐
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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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this Post-Effective Amendment) relates to the following Registration Statement on Form S-8 (the
Registration Statement) of MINDBODY, Inc. (the Registrant):
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Registration Statement No. 333-216348 pertaining to the registration of 2,029,912 shares of Class A
common stock, par value $.000004, of the Registrant issuable under the 2015 Equity Incentive Plan; and
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Registration Statement No. 333-216348 pertaining to the registration of 405,982 Class A common stock,
par value $.000004, of the Registrant issuable under the 2015 Employee Stock Purchase Plan.
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On December 23, 2018, the
Registrant entered into an Agreement and Plan of Merger (the Merger Agreement) with Torreys Parent, LLC, a Delaware limited liability company (Parent), and Torreys Merger Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Parent (Merger Sub), providing for the merger of Merger Sub with and into the Registrant (the Merger), with the Registrant surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub were
formed by affiliates of Vista Equity Partners Fund VI, L.P., a Cayman Islands exempted limited partnership (Vista Fund VI), and Vista Equity Partners Fund VII, L.P., a Cayman Islands exempted limited partnership (Vista Fund
VII, and together with Vista Fund VI, the Vista Funds). On February 15, 2019, pursuant to the terms of the Merger Agreement, Parent acquired the Registrant through the Merger.
As a result of the Merger, the Registrant has terminated any and all offerings of securities pursuant to the Registration Statement. In
accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that had been registered which remain unsold at the termination of the
offering, the Registrant hereby removes from registration any securities of the Registrant registered but unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended to reflect the deregistration of
such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, MINDBODY, Inc., 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Luis Obispo, State of
California, on February 15, 2019.
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MINDBODY, INC.
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By:
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/s/ Richard Stollmeyer
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Name: Richard Stollmeyer
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Title: Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
Signature page to Form S-8 POS AM - MINDBODY, INC.
MINDBODY, INC. (NASDAQ:MB)
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