As filed with the Securities and Exchange Commission on November 3, 2016
Registration No. 333-183622
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
Rackspace Hosting, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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74-3016523
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1 Fanatical Place
City
of Windcrest
San Antonio, Texas 78218
Tel: (210) 312-4000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
William Alberts
1
Fanatical Place
City of Windcrest
San Antonio, Texas 78218
Tel: (210) 312-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Brian
M. Janson
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3588
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were
not sold pursuant to the above referenced registration statement.
If the only securities being registered on this Form are being 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: ☐
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 post-effective 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 post-effective 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. ☐
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Check one:
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Large accelerated filer ☑
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the Registration Statement of Rackspace Hosting, Inc. (the
Company
) on Form S-3 (Registration No. 333-183622), filed with
the Securities and Exchange Commission (the
SEC
) on August 29, 2012 (the
Registration Statement
), which registered the offering of 45,895 shares of common stock, par value $0.001 per share (
Common
Stock
).
On November 3, 2016, pursuant to the Agreement and Plan of Merger, dated as of August 26, 2016 (the
Merger
Agreement
), by and among the Company, Inception Merger Sub, Inc., a Delaware corporation (
Merger Sub
), and Inception Parent, Inc., a Delaware corporation (
Holdings
), Merger Sub merged with and into the
Company with the Company surviving as a wholly owned subsidiary of Holdings (the
Merger
). As a result of the Merger, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements,
including the Registration Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with
an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any shares of Common Stock which remain unsold at the termination of the offering, the Company hereby removes and
withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof, if any.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the
requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Antonio, State of Texas, on this 3
rd
day of November, 2016.
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RACKSPACE HOSTING, INC.
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By:
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/s/ William Alberts
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Name:
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William Alberts
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Title:
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Senior Vice President, General Counsel Americas and Secretary
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No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance
upon Rule 478 under the Securities Act of 1933, as amended.
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