Insightful Corp - Post-Effective Amendment to an S-8 filing (S-8 POS)
September 04 2008 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 3, 2008
Registration No. 333-104178
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
INSIGHTFUL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-2842217
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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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1700 Westlake Avenue North, Suite 500
Seattle, Washington 98109-3044
(Address of Principal Executive Offices, including Zip Code)
Insightful Corporation 2001 Stock Option and Incentive Plan
(Full Title of the Plans)
William R. Hughes
Chief Executive Officer
Insightful Corporation
3303 Hillview Avenue
Palo Alto, California 94304
(650)
846-1000
(Name, Address and Telephone Number of Agent For Service)
Copies to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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
x
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(Do not check if a smaller
reporting
company)
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EXPLANATORY NOTE:
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 relates to the
Registration Statement on Form S-8 (Registration No. 333-104178) (the Registration Statement) of Insightful Corporation (the Company).
On September 3, 2008 (the Merger Date), pursuant to the terms of an Agreement and Plan of Merger, dated as of June 18, 2008 (the Merger Agreement), by and among the Company, TIBCO
Software Inc. (TIBCO) and Mineral Acquisition Corporation, a wholly-owned subsidiary of TIBCO (Merger Sub), Merger Sub was merged with and into the Company, with the Company as the surviving entity (the Merger).
Pursuant to the terms of the Merger Agreement, each issued and outstanding share of the Companys common stock was converted into the right to receive cash, net of tax withholding and without interest, in an amount equal to $1.87 per share.
In connection with the Merger, the Company has terminated all offerings of Company securities pursuant to its existing registration
statements, including the Registration Statement. 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 securities of the Company which remain
unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Merger Date.
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 of the requirements for filing on Form S-8 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 Palo Alto, State of California, on this 3
rd
day of September, 2008.
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INSIGHTFUL CORPORATION
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By:
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/s/ William R. Hughes
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William R. Hughes
Chief Executive Officer
(Principal Executive Officer)
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed by the following person 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/ William R. Hughes
William R. Hughes
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Chief Executive Officer
(Principal Executive Officer),
and Director
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September 3, 2008
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/s/ Laura Malinasky
Laura Malinasky
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Chief Financial Officer
(Principal Financial Officer),
and Director
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September 3, 2008
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