- Post-Effective Amendment to an S-8 filing (S-8 POS)
August 02 2012 - 9:31AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 2, 2012
Registration No. 333-175099
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
Interxion Holding N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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Not Applicable
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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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Tupolevaan 24
1119 NX Schiphol-Rijk
The Netherlands
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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Interxion Holding N.V. 2008 International Stock Option and Incentive Master Award Plan and the Interxion Holding
N.V. 2011 International Stock Option and Incentive Master Award Plan
(Full Title of the Plan)
CT Corporation
System
111 Eighth Avenue
New York, New York 10011
United States
(Name and Address of Agent for Service)
(212) 894-8940
(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 definitions of large accelerated filer, accelerated filer and smaller reporting 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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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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EXPLANATORY NOTE
On June 23, 2011, InterXion Holding N.V. (the Company), filed a Registration Statement on Form S-8 (Registration
No. 333-175099) with the Securities and Exchange Commission (the Original Registration Statement). Pursuant to the undertakings contained in Part II, Item 9 of the Original Registration Statement, the Company is filing this
Post-Effective Amendment No. 1 (this Amendment) for the sole purpose of updating Exhibit 23.1 of the Original Registration Statement to incorporate by reference the audit report of KPMG Accountants N.V. dated April 27, 2012
with respect to the Companys consolidated financial statements for the fiscal year ended December 31, 2011. This Amendment does not modify any provision of Part I or Part II of the Original Registration Statement other than Exhibit 23.1
as set forth below and filed herewith.
No additional shares of the Companys common stock are being registered pursuant
to this Amendment and the registration fees for the shares of the Companys common stock to which the Original Registration Statement and this Amendment apply were paid at the time of filing the Original Registration Statement. Therefore, no
additional registration fees are required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following
exhibits are filed herewith unless otherwise indicated:
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Exhibit
Number
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Description
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23.1
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Consent of KPMG Accountants N.V.
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2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands, on August 2, 2012.
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INTERXION HOLDING N.V.
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By
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
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Title:
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Chief Executive Officer
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We, the undersigned officers and directors of InterXion Holding N.V., hereby severally constitute
and appoint David C. Ruberg, our true and lawful attorney, with full power to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable InterXion Holding N.V. to comply with the provisions of the Securities Act, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment has been signed by the following persons in the
capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David C. Ruberg
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Chief Executive Officer and Executive Director (Principal Executive Officer)
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August 2, 2012
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David C. Ruberg
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/s/ Josh Joshi
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Chief Financial Officer (Principal Financial and Accounting Officer)
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August 2, 2012
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M.V. Josh Joshi
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/s/ John Baker
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Non-Executive Director
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August 2, 2012
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John Baker
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/s/ Robert M. Manning
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Non-Executive Director
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August 2, 2012
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Robert M. Manning
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Non-Executive Director
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David Lister
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/s/ Cees van Luijk
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Non-Executive Director
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August 2, 2012
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Cees van Luijk
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/s/ Michael Massart
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Non-Executive Director
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August 2, 2012
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Michael Massart
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/s/ Jean F.H.P. Mandeville
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Non-Executive Director
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August 2, 2012
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Jean F.H.P. Mandeville
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/s/ Donald J. Puglisi
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Authorized Representative in the United States
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August 2, 2012
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Donald J. Puglisi
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3
EXHIBIT INDEX
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Exhibit
Number
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Description
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23.1
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Consent of KPMG Accountants N.V.
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4
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