As filed with the Securities and Exchange Commission on August 1, 2019
Registration No. 333-229620
Registration No. 333-223091
Registration No. 333-215987
Registration No. 333-215986
Registration No. 333-197836
Registration No. 333-190326
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-229620
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-223091
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-215987
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-215986
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-197836
Post-Effective Amendment No. 1 to Form S-8
Registration Statement No. 333-190326
UNDER
THE SECURITIES ACT OF 1933
Control4 Corporation
(Exact name of registrant as specified in its charter)
Delaware
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42-1583209
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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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11734 S. Election Road
Salt Lake City, Utah 84020
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Control4 Corporation 2013 Stock Option and Incentive Plan
Control4 Corporation 401(k) Plan
Control4 Corporation 2003 Equity Incentive Plan
(Full titles of the plans)
Martin Plaehn
Control4 Corporation
President and Chief Executive Officer
11734 S. Election Road
Salt Lake City, Utah 84020
(801) 523-3100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copy to
:
William Brentani
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, California 94304
(650) 251-5000
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:
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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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.
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EXPLANATORY NOTE
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 Control4 Corporation, a Delaware corporation (the
Registrant
), previously filed by the Registrant with the U.S. Securities and Exchange Commission (the
SEC
):
·
Registration Statement on Form S-8 (File No. 333-229620), filed with the SEC on February 12, 2019, registering 1,325,845 shares of common stock, par value $0.0001 per share (Common Stock), of the Registrant pursuant to the Control4 Corporation 2013 Stock Option and Incentive Plan;
·
Registration Statement on Form S-8 (File No. 333-223091), filed with the SEC on February 16, 2018, registering 1,291,644 shares of Common Stock pursuant to the Control4 Corporation 2013 Stock Option and Incentive Plan;
·
Registration Statement on Form S-8 (File No. 333-215987), filed with the SEC on February 9, 2017, registering 250,000 shares of Common Stock pursuant to the Control4 Corporation 401(k) Plan;
·
Registration Statement on Form S-8 (File No. 333-215986), filed with the SEC on February 9, 2017, registering 2,401,758 shares of Common Stock pursuant to the Control4 Corporation 2013 Stock Option and Incentive Plan;
·
Registration Statement on Form S-8 (File No. 333-197836), filed with the SEC on August 4, 2014, registering 1,139,255 shares of Common Stock pursuant to the Control4 Corporation 2013 Stock Option and Incentive Plan; and
·
Registration Statement on Form S-8 (File No. 333-190326), filed with the SEC on August 2, 2013, registering (i) 2,390,401 shares of Common Stock pursuant to the Control4 Corporation 2013 Stock Option and Incentive Plan and (ii) 4,923,918 shares of Common Stock pursuant to the Control4 Corporation 2003 Equity Incentive Plan.
On August 1, 2019, pursuant to an Agreement and Plan of Merger, dated as of May 8, 2019 (the
Merger Agreement
), by and among the Registrant, Wirepath Home Systems, LLC, a North Carolina limited liability company (
Parent
), and Copper Merger Sub Inc., a Delaware corporation and a direct 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 direct 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 $23.91 in cash, without interest and subject to any required withholding taxes.
In connection with the Merger and other transactions contemplated by the Merger Agreement, 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. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock.
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