Post-effective Amendment to an S-8 Filing (s-8 Pos)
August 19 2016 - 4:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 19, 2016
Registration No. 333-184624
Registration No. 333-205214
Registration No. 333-205215
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE
SECURITIES ACT OF 1933
Xura, Inc.
(Exact name
of registrant as specified in its charter)
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Delaware
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04-3398741
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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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200 Quannapowitt Parkway
Wakefield, Massachusetts 01880
(Address of Principal Executive Offices and Zip Code)
Comverse, Inc. 2012 Stock Incentive Compensation Plan
Comverse, Inc. 2015 Employee Stock Purchase Plan
Comverse, Inc. Amended and Restated 2012 Stock Incentive Compensation Plan
(Full title of the plans)
Roy S. Luria
Executive
Vice President, General Counsel and Corporate Secretary
Xura, Inc.
200 Quannapowitt Parkway
Wakefield, Massachusetts 01880
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Daniel Clivner
Sidley Austin LLP
1999 Avenue of the Stars, 17
th
Floor
Los Angeles, CA 90067
(310) 595-9500
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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¨
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Accelerated Filer
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x
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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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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8
(the Registration Statements), filed by Xura, Inc., a Delaware corporation formerly known as Comverse, Inc. (the Company), with the Securities and Exchange Commission:
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Registration Statement No. 333-184624 filed on Form S-8 on October 26, 2012, which registered the offering of 7,500,000 shares of the Companys common stock, par value $0.01 per share (Common
Stock), pursuant to the Comverse, Inc. 2012 Stock Incentive Compensation Plan;
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Registration Statement No. 333-205214 filed on Form S-8 on June 25, 2015, which registered the offering of 840,000 shares of Common Stock pursuant to the Comverse, Inc. 2015 Employee Stock Purchase Plan;
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Registration Statement No. 333-205215 filed on Form S-8 on June 25, 2015, which registered the offering of 2,500,000 shares of Common Stock pursuant to the Comverse, Inc. Amended and Restated 2012 Stock
Incentive Compensation Plan;
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Pursuant to an Agreement and Plan of Merger, dated as of May 23, 2016, by and among
Sierra Private Holdings II Ltd., a private limited company incorporated under the laws of England and Wales (Parent), Sierra Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger
Sub), and the Company, on August 19, 2016, Merger Sub merged with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Parent (the Merger). In connection with the Merger, as of the date
hereof, the offerings of Common Stock pursuant to the Registration Statements have been terminated. The Company hereby removes from registration any and all of the securities registered under the Registration Statements that remain unsold under the
Registration Statements as of the filing date of these Post-Effective Amendments.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wakefield, State of Massachusetts, on August 19, 2016.
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XURA, INC.
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By:
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/s/ Roy S. Luria
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Name:
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Roy S. Luria
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Title:
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Executive Vice President, General
Counsel
and Corporate Secretary
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