Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 28 2016 - 5:04AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 27, 2016
Registration No. 333-30985
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
OUTERWALL INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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94-3156448
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(State of other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1800 114
th
Avenue S.E.
Bellevue, Washington 98004
(Address of principal executive offices, including zip code)
COINSTAR, INC.
1997
EQUITY INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
1997 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
STOCK OPTIONS ISSUED OUTSIDE THE 1997 EQUITY INCENTIVE PLAN
(Full title of the plans)
Galen C. Smith
Chief
Financial Officer
Outerwall Inc.
1800 114
th
Avenue S.E.
Bellevue, Washington 98004
(425) 943-8000
(Name,
address and telephone number, including area code, of agent for service)
Copy to:
Jens M. Fischer
Perkins Coie LLP
1201
Third Avenue, Suite 4900
Seattle, Washington 98101-3099
(206) 359-8000
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):
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 filed by the Registrant on
July 9, 1997 (File No. 333-30985) (the Registration Statement) to deregister certain securities originally registered by the Registrant pursuant to the Registration Statement.
Effective as of September 27, 2016, as contemplated by the Agreement and Plan of Merger, by and among Aspen Parent, Inc., Aspen Merger
Sub, Inc., Redwood Merger Sub, Inc., the Registrant and Redbox Automated Retail, LLC, dated July 24, 2016, Aspen Merger Sub, Inc. merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Aspen Parent,
Inc. (such transaction, the Merger).
As part of the Merger, the Registrant has terminated any and all offerings of the
Registrants common stock pursuant to existing registration statements, including 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 shares of the Registrants common stock that remain unsold at the termination of the offering, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1 to the
Registration Statement, all shares of the Registrants common stock registered under the Registration Statement that remain unsold as of the effectiveness of the Merger.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment
No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
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OUTERWALL INC.
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/s/ Donald R. Rench
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By:
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Donald R. Rench
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Chief Legal Officer and General Counsel
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NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in
reliance upon Rule 478 under the Securities Act of 1933, as amended.
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