RST Rosetta Stone Inc

As filed with the Securities and Exchange Commission on October 15, 2020

Registration Nos. 333-158828

333-180483

333-183148

333-190528

333-201025

333-204904

333-218215

333-231614

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-158828

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-180483

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-183148

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-190528

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-201025

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-204904

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-218215

Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-231614

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

1621 North Kent Street, Suite 1200,

Arlington, Virginia 22209

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (703) 387-5800

Rosetta Stone Inc. 2006 Incentive Option Plan

Rosetta Stone Inc. 2009 Omnibus Incentive Plan

Rosetta Stone Inc. 2019 Omnibus Incentive Plan

(Full titles of plans)

Barbara Benson

Chief Financial Officer and Treasurer

Rosetta Stone Inc.

1621 North Kent Street, Suite 1200,

Arlington, Virginia 22209

(703) 387-5800

(Name and address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments (the “Post-Effective Amendments”) are being filed by Rosetta Stone Inc., a Delaware corporation (the “Registrant”), to withdraw and remove from registration all shares of the Registrant’s common stock, $0.00005 par value per share (the “Shares”), remaining unissued and unsold under the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”) filed by the Registrant with the Securities and Exchange Commission (the “SEC”):

On October 15, 2020, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 29, 2020, by and among the Registrant, Cambium Holding Corp., a Delaware corporation (“Parent”), and Empower Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Shares registered but unsold under the Registration Statement as of the date hereof, if any. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

In addition, on October 15, 2020, the New York Stock Exchange filed a Form 25 to delist the Registrant’s Shares.