As filed with the Securities and
Exchange Commission on January 4, 2017
Registration No. 333-68993
Registration No. 333-93271
Registration No. 333-34352
Registration No. 333-60518
Registration No. 333-109024
Registration No. 333-109026
Registration No. 333-124361
Registration No. 333-135017
Registration No. 333-135019
Registration No. 333-139965
Registration No. 333-160997
Registration No. 333-168514
Registration No. 333-172265
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1 to Form S-8 Registration Statement No. 333-68993
Post-Effective Amendment No. 1 to Form S-8 Registration
Statement No. 333-93271
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-34352
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-60518
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-109024
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-109026
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-124361
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135017
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135019
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-139965
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-160997
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-168514
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-172265
UNDER
THE
SECURITIES ACT OF 1933
ACAS, LLC
(formerly
AMERICAN CAPITAL, LTD.)
(Exact name of registrant as specified in its charter)
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Delaware
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52-1451377
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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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2 Bethesda Metro Center, 14th Floor
Bethesda, MD 20814
(301)
951-6122
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
American Capital Strategies, Ltd. 1997 Stock Option Plan
American Capital Strategies, Ltd. 1997 Disinterested Director Stock Option Plan
American Capital Strategies, Ltd. Employee Investment and Stock Ownership Plan
American Capital Strategies, Ltd. 2000 Employee Stock Option Plan
American Capital Strategies, Ltd. 2002 Employee Stock Option Plan
American Capital Strategies, Ltd. 2003 Employee Stock Option Plan
American Capital Strategies, Ltd. 2004 Employee Stock Option Plan
American Capital Strategies, Ltd. 2005 Employee Stock Option Plan
American Capital Strategies, Ltd. 2006 Stock Option Plan
Amended and Restated American Capital Incentive Bonus Plan
American Capital Strategies, Ltd. 2007 Stock Option Plan
American Capital Strategies, Ltd. 2008 Stock Option Plan
American Capital, Ltd. 2009 Stock Option Plan
American Capital, Ltd. 2010 Disinterested Director Stock Option Plan
American Capital Strategies, Ltd. 2000 Disinterested Director Stock Option Plan
(Full Titles of the Plans)
Joshua M. Bloomstein
General Counsel, Vice President and Secretary
ACAS, LLC
2 Bethesda
Metro Center, 14th Floor
Bethesda, Maryland 20814
(301) 951-6122
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all
communications to:
Monica J. Shilling
Proskauer Rose LLP
2049
Century Park East, 32nd Floor
Los Angeles, CA 90067
(310) 557-2900
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
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Large accelerated filer
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☒
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Accelerated filer
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☐
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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
ACAS, LLC (formerly American Capital, Ltd., a Delaware corporation), a Delaware limited liability company (the “Registrant”), is filing these
post-effective amendments (these “Post-Effective Amendments”) to the following registration statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) to deregister any
and all shares of the Registrant’s common stock, $0.01 par value per share (the “Shares”) registered but unsold or otherwise unissued under each of the following Registration Statements as of the date hereof:
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Registration Statement on Form S-8 (No. 333-68993), pertaining to the registration of an aggregate of 1,828,252 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 1997 Stock Option Plan,
which was filed with the Securities and Exchange Commission (the “Commission”) on December 15, 1998.
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Registration Statement on Form S-8 (No. 333-93271), pertaining to the registration of an aggregate of 150,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 1997 Disinterested Director
Stock Option Plan, which was filed with the Commission on December 21, 1999.
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Registration Statement on Form S-8 (No. 333-34352), pertaining to the registration of an aggregate of 300,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. Employee Investment and Stock
Ownership Plan, which was filed with the Commission on April 7, 2000.
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Registration Statement on Form S-8 (No. 333-60518), pertaining to the registration of an aggregate of 3,800,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2000 Employee Stock Option
Plan, which was filed with the Commission on May 9, 2001.
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Registration Statement on Form S-8 (No. 333-109024), pertaining to the registration of an aggregate of 1,950,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2002 Employee Stock Option
Plan, which was filed with the Commission on September 22, 2003.
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Registration Statement on Form S-8 (No. 333-109026), pertaining to the registration of an aggregate of 3,500,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2003 Employee Stock Option
Plan, as amended, which was filed with the Commission on September 22, 2003.
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Registration Statement on Form S-8 (No. 333-124361), pertaining to the registration of an aggregate of 2,100,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2004 Employee Stock Option
Plan, which was filed with the Commission on April 27, 2005.
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Registration Statement on Form S-8 (No. 333-135017), pertaining to the registration of an aggregate of 5,500,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2005 Employee Stock Option
Plan, which was filed with the Commission on June 14, 2006.
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Registration Statement on Form S-8 (No. 333-135019), pertaining to the registration of an aggregate of 7,070,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2006 Stock Option Plan,
which was filed with the Commission on June 14, 2006.
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Registration Statement on Form S-8 (No. 333-139965), pertaining to the registration of an aggregate of 3,800,000 Shares, issuable under the Registrant’s Amended and Restated American Capital Incentive Bonus Plan,
which was filed with the Commission on January 12, 2007.
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Registration Statement on Form S-8 (No. 333-160997), pertaining to the registration of an aggregate of 8,400,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2007 Stock Option Plan, and
an aggregate of 15,750,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2008 Stock Option Plan, which was filed with the Commission on August 3, 2009.
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Registration Statement on Form S-8 (No. 333-168514), pertaining to the registration of an aggregate of 15,750,000 Shares, issuable under the Registrant’s American Capital, Ltd. 2009 Stock Option Plan, which was
filed with the Commission on August 3, 2010.
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Registration Statement on Form S-8 (No. 333-172265), pertaining to the registration of an aggregate of 1,250,000 Shares, issuable under the Registrant’s American Capital, Ltd. 2010 Disinterested Director Stock
Option Plan, and an aggregate of 150,000 Shares, issuable under the Registrant’s American Capital Strategies, Ltd. 2000 Disinterested Director Stock Option Plan, which was filed with the Commission on February 14, 2011.
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Pursuant to an Agreement and Plan of Merger, dated as of May 23, 2016, by and among Ares Capital Corporation, a Maryland
corporation (“Parent”), Orion Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), Ivy Hill Asset Management,
L.P., a Delaware limited partnership and wholly owned portfolio company of Parent (“IHAM”), Ivy Hill Asset Management GP, LLC, a Delaware limited liability company, in its capacity as general partner of IHAM, the Registrant, American
Capital Asset Management, LLC, a Delaware limited liability company and wholly owned subsidiary of the Registrant, and, solely for the limited purposes set forth therein, Ares Capital Management LLC, a Delaware limited liability company, in its
capacity as Parent’s investment adviser, Acquisition Sub was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving entity and a wholly owned subsidiary of Parent. The Merger became
effective on January 3, 2017.
As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration
Statements. The Registrant, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all Shares registered but unsold or otherwise unissued under each of the
above Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Registrant in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment,
any securities that had been registered for issuance but remained unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to be signed on its behalf by the undersigned thereunto duly authorized in the city of New York, state of New York, on January 4, 2017.
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ACAS, LLC (formerly AMERICAN CAPITAL, LTD.)
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By:
/s/ Joshua M.
Bloomstein
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Name: Joshua M. Bloomstein
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Title: General Counsel, Vice President and Secretary
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No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of
1933, as amended.
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