As filed with the Securities and Exchange Commission on August 21, 2014
Registration No. 333-193430
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 to Form S-3 Registration No. 333-193430
ZIPREALTY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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6531 |
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94-3319956 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification No.) |
2000 Powell Street, Suite 300
Emeryville, California 94608
(510) 735-2600
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Marilyn J.
Wasser
Executive Vice President and General Counsel
Realogy Group LLC
175
Park Avenue, Madison, NJ 07940
(973) 407-5370
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration
statement.
If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans,
please check the following box. ¨
If any of the securities being registered on
this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a posteffective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a posteffective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-3 (File No. 333-193430) of ZipRealty, Inc., a Delaware
corporation (ZipRealty) (the Registration Statement), declared effective on February 13, 2014. ZipRealty is filing this Post-Effective Amendment to its Registration Statement to withdraw and remove from
registration the unissued and unsold securities issuable by ZipRealty and the selling securityholders pursuant to the above referenced Registration Statement.
Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of July 15, 2014, by and among Realogy
Group, LLC, a Delaware limited liability company (Realogy), Honeycomb Acquisition, Inc., a Delaware corporation (Purchaser), and ZipRealty, on August 14, 2014, Purchaser merged with and into ZipRealty (the
Merger), with ZipRealty surviving as a wholly-owned indirect subsidiary of Realogy. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, each share of ZipRealtys common stock, par value $0.001
per share (Share), then outstanding (other than Shares held by any stockholders who were entitled to and who properly demanded appraisal in connection with the Merger) was converted into the right to receive $6.75 per Share, net
to the seller in cash, without interest, less any applicable withholding taxes, except for Shares then owned by Realogy or Purchaser and Shares held in treasury of ZipRealty, which Shares were cancelled and retired and ceased to exist, and no
consideration will be delivered in exchange therefor.
As a result of the consummation of the transactions contemplated by the Merger
Agreement, ZipRealty has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking made by ZipRealty in the Registration Statement to remove from registration by means of a post-effective
amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, ZipRealty hereby removes and withdraws from registration any and all securities of ZipRealty registered pursuant to the Registration
Statement that remain unsold as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Emeryville, State of California, on the 21st day of August, 2014.
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ZIPREALTY, INC. |
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By: |
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/s/ Charles C. Baker |
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Charles C. Baker Chief Executive
Officer |
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