Post-effective Amendment to an S-8 Filing (s-8 Pos)
December 21 2018 - 4:00PM
Edgar (US Regulatory)
AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON DECEMBER 21, 2018
Registration No. 333-219771
Registration No. 333-212732
Registration No. 333-198192
Registration No. 333-159455
Registration No. 333-141275
Registration No. 333-113824
Registration No. 333-74398
Registration No. 333-41960
Registration No. 333-96179
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-219771
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-212732
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-198192
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-159455
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-141275
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-113824
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-74398
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-41960
Post-Effective Amendment No. 1 to Form
S-8
Registration Statement No. 333-96179
UNDER
THE SECURITIES ACT OF 1933
XO Group Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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13-3895178
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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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195 Broadway, 25th Floor
New York, New York
(212) 219-8555
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
2017 INCENTIVE PLAN
2009 EMPLOYEE STOCK PURCHASE PLAN
2000 NON-OFFICER STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full titles of the plans)
Michael Steib
Chief Executive Officer
XO Group Inc.
195 Broadway, 25th Floor
New York, New York
(212) 219-8555
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copy to:
Adam Kaminsky
Fried, Frank, Harris, Shriver & Jacobson
LLP
801 17th Street
NW Washington, DC 20006
Telephone: 1 (202) 639-7420
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:
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “
Post-Effective
Amendment
”) relates to the following Registration Statements on Form S-8 (each, a “
Registration Statement
,”
and collectively, the “
Registration Statements
”) of XO Group Inc., a Delaware corporation (the “
Registrant
”),
previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “
SEC
”):
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·
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Registration
Statement on Form S-8 (File No. 333-219771), filed with the SEC on August 8, 2017, registering
3,700,000 shares of common stock, par value $0.01 per share, of the Registrant (the “
Common
Stock
”) issuable under the Company’s 2017 Incentive Plan;
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·
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Registration Statement on Form S-8 (File No. 333-212732), filed with
the SEC on July 28, 2016, registering 300,000 shares of Common Stock issuable under the Company’s 2009 Employee Stock Purchase
Plan;
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·
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Registration Statement on Form S-8 (File No. 333-198192), filed with
the SEC on August 15, 2014, registering 2,700,000 shares of Common Stock issuable under the Company’s 2017 Incentive Plan;
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·
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Registration Statement on Form S-8 (File No. 333-159455), filed with
the SEC on May 22, 2009, registering 5,829,344 shares of Common Stock issuable under the Company’s 2017 Incentive Plan and
300,000 shares of Common Stock issuable under the Company’s 2009 Employee Stock Purchase Plan;
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·
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Registration Statement on Form S-8 (File No. 333-141275), filed with
the SEC on March 14, 2007, registering 1,067,891 shares of Common Stock issuable under the Company’s 2017 Incentive Plan
and 167,427 shares of Common Stock issuable under the Company’s Employee Stock Purchase Plan; and
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·
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Registration Statement on Form S-8 (File No. 333-113824), filed with
the SEC on March 22, 2004, registering 1,096,887 shares of Common Stock issuable under the Company’s 2017 Incentive Plan
and 198,340 shares of Common Stock issuable under the Company’s 1999 Employee Stock Purchase Plan;
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·
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Registration Statement on Form S-8 (File No. 333-74398), filed with
the SEC on December 3, 2001, registering 1,293,525 shares of Common Stock issuable under the Company’s 2017 Incentive Plan;
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·
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Registration Statement on Form S-8 (File No. 333-41960), filed with
the SEC on July 21, 2000, registering 435,000 shares of Common Stock issuable under the Company’s 2000 Non-Officer Stock
Incentive Plan; and
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·
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Registration Statement on Form S-8 (File No. 333-96179), filed with
the SEC on February 4, 2000, registering 3,849,868 shares of Common Stock issuable under the Company’s 2017 Incentive Plan
and 300,000 shares of Common Stock issuable under the Company’s 1999 Employee Stock Purchase Plan.
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On December 21, 2018, pursuant to an Agreement and Plan of Merger,
dated as of September 24, 2018 (the “
Merger Agreement
”), by and among the Registrant, WeddingWire, Inc., a Delaware
corporation (“
Parent
”), and Wedelia Merger Sub, Corp., a Delaware corporation and a wholly owned subsidiary
of Parent (“
Merger Sub
”), Merger Sub was merged with and into the Registrant, with the Registrant continuing
as the surviving corporation and as a wholly owned subsidiary of Parent (the “
Merger
”). At the effective time
of the Merger, each outstanding share of Common Stock (other than certain shares specified in the Merger Agreement) was converted
into the right to receive $35.00 in cash, without interest and subject to required withholding taxes.
In connection with the Merger, the Registrant is terminating
the Registration Statements and all offerings of securities pursuant to the Registration Statements and deregistering the remaining
shares of Common Stock registered but unsold under the Registration Statements, if any, 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 of Common Stock that had been registered for issuance that remain unsold at the termination of the offerings. The Registration
Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock.
After filing this Post-Effective Amendment, the Registrant
intends to file a Form 15 to (i) terminate the registration of all of its securities registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “
Act
”), and (ii) suspend the Registrant’s reporting
obligations pursuant to Section 15(d) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, 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 to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 21, 2018.
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XO GROUP INC.
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By:
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/s/ Gillian Munson
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Name: Gillian Munson
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Title: Chief Financial Officer
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No other person is required to sign this Post-Effective Amendment
to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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