Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 08 2015 - 2:02PM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on October 8, 2015
Registration
No. 333-144491
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
DEALERTRACK TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware |
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52-2336218 |
(State or Other Jurisdiction of |
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(I.R.S. Employer |
Incorporation or Organization) |
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Identification No.) |
1111 Marcus Ave., Suite M04
Lake Success, NY 11042
(Address, Including Zip Code, of Principal Executive Offices)
Amended and Restated
2005 Incentive Award Plan
(Full Title of the Plan)
Peter C. Cassat, Esq.
Cox Automotive, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (404) 568-8000
(Name, Address and 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, 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 þ |
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Accelerated filer ¨ |
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Non-accelerated filer ¨ |
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Smaller reporting company ¨ |
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 to Form
S-8 Registration Statement (this “Post-Effective Amendment No. 1”) is being filed in order to remove from registration
all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-144491) (the “Registration
Statement”), which was filed on July 11, 2007 to register the issuance of 1,300,000 shares of the common stock, par value
$0.01 per share, of Dealertrack Technologies, Inc. (“Dealertrack”), issuable under the Amended and Restated 2005 Incentive
Award Plan.
On October 1, 2015, pursuant to the terms
of that certain Agreement and Plan of Merger, dated June 12, 2015 (the “Merger Agreement”), by and among Cox Automotive,
Inc. (“Cox”), Runway Acquisition Co., a Delaware corporation and wholly owned subsidiary of Cox (“Acquisition
Sub”), and Dealertrack, Acquisition Sub merged with and into Dealertrack (the “Merger”), with Dealertrack continuing
as the surviving corporation and as a wholly owned subsidiary of Cox.
As a result of the Merger, Dealertrack has
terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statement.
Effective upon the filing of this Post-Effective Amendment No. 1, Dealertrack hereby removes from registration all of the securities
registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
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 the Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on October 8, 2015.
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DEALERTRACK TECHNOLOGIES, INC. |
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By: |
/s/ Eric Jacobs |
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Name: |
Eric Jacobs |
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Title: |
Executive Vice President, Chief Financial |
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and Administrative Officer |
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