Insightful Corp - Post-Effective Amendment to Registration Statement (POS AM)
September 04 2008 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 3, 2008
Registration No. 333-19513
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
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 of
incorporation)
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(I.R.S. Employer
Identification Number)
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1700 Westlake Avenue North, Suite 500
Seattle, Washington 98109-3044
(206)
283-8802
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
William R. Hughes
Chief Executive Officer
Insightful Corporation
3303 Hillview Avenue
Palo Alto, CA 94304
(650) 846-1000
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copy to:
Katharine A. Martin, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA
94304
(650) 493-9300
Approximate date of
commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
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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.
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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.
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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.
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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.
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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.
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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)
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-19513) (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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe it meets all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on September 3, 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
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Chief Executive Officer
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(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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