- Post-Effective Amendment to an S-8 filing (S-8 POS)
December 12 2008 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 12, 2008
Registration Number 333-45228
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
PLATO LEARNING, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-3660532
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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10801 Nesbitt Avenue South
Bloomington, Minnesota 55437
(952) 832-1000
(Address of Principal Executive Offices)
PLATO LEARNING, INC. 2000 STOCK INCENTIVE PLAN
(Full title of the plan)
Vincent Riera
President and Chief Executive Officer
PLATO Learning, Inc.
10801 Nesbitt Avenue South
Bloomington, Minnesota 55437
(952) 832-1000
(Name, address and telephone number of agent for service)
DEREGISTRATION OF SECURITIES
On September 6, 2000, PLATO Learning, Inc. (the Company) filed a registration statement on Form
S-8 (File No. 333-45228) (the Registration Statement) relating to 700,000 shares of Common
Stock, par value $0.01 per share, issuable under its PLATO Learning, Inc. 2000 Stock Incentive
Plan (the Plan). In March 2006, the Company adopted the PLATO Learning, Inc. 2006 Stock
Incentive Plan (the 2006 Plan), which by its terms includes within it (i) all shares remaining
that had not been awarded under the Plan at the time the 2006 Plan became effective, plus (ii) all
shares subject to awards made under the Plan that, after the effectiveness of the 2006 Plan,
expire, are forfeited, canceled, settled, or otherwise terminated without a distribution of shares
to the participant. The Company has filed and is filing registration statements on Form S-8
relating to the shares of Common Stock issued pursuant to awards under the 2006 Plan. This
Post-Effective Amendment No. 2 to the Registration Statement hereby deregisters 160,367 shares of
Common Stock of the Company that were previously registered pursuant to the Registration Statement
and were subject to awards under the Plan that have been forfeited, canceled, settled, or
otherwise terminated without a distribution of shares to the participant after the effectiveness
of the 2006 Plan and as of the date hereof.
TABLE OF CONTENTS
Exhibits
The following is a complete list of Exhibits filed or incorporated by reference as part of
this Registration Statement:
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Exhibit
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Description
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24.1
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Powers of Attorney (filed as Exhibit 24.1 to the Companys Registration Statement on Form S-8
filed December 12, 2008 and incorporated herein by
reference)
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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. 2 to the Registration Statement on Form S-8 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomington,
State of Minnesota on December 12, 2008.
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PLATO LEARNING, INC.
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By:
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/s/ Vincent Riera
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Name:
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Vincent Riera
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 to the
Registration Statement on Form S-8 has been signed by the following persons in the capacities and
on the dates indicated.
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Date: December 12, 2008
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/s/ Vincent Riera
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Vincent Riera, President and Chief Executive
Officer
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(
Principal Executive Officer
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Date: December 12, 2008
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/s/ Robert J. Rueckl
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Robert J. Rueckl, Vice President and Chief
Financial Officer (
Principal Financial Officer and
Principal Accounting Officer
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Date: December 12, 2008
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/s/ John G. Lewis*
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John G. Lewis, Director
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Date: December 12, 2008
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/s/ Robert S. Peterkin*
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Robert S. Peterkin, Director
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Date: December 12, 2008
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/s/ M. Lee Pelton*
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M. Lee Pelton, Director
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Date: December 12, 2008
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/s/ John T. Sanders*
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John T. Sanders, Director
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Date: December 12, 2008
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/s/ Susan E. Knight*
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Susan E. Knight, Director
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Date: December 12, 2008
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/s/ David W. Smith*
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David W. Smith, Director
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Date: December 12, 2008
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/s/ Joseph E. Duffy*
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Joseph E. Duffy, Director
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Date: December 12, 2008
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/s/ Ruth L. Greenstein*
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Ruth L. Greenstein, Director
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Date: December 12, 2008
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/s/ Warren Simmons*
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Warren Simmons, Director
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*By
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/s/ Robert J. Rueckl
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Robert J. Rueckl, attorney-in-fact
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EXHIBIT INDEX
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Exhibit
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Description
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Method of Filing
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24.1
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Powers of Attorney
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Incorporated by reference
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