Post-effective Amendment to Registration Statement (pos Am)
December 28 2012 - 10:59AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 28, 2012
Registration No. 333-171774
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
ANCESTRY.COM INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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7379
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26-1235962
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(State or Other Jurisdiction
of Incorporation)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification No.)
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360 West 4800 North
Provo, UT 84604
(801) 705-7000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Timothy Sullivan
Chief Executive Officer
360 West 4800 North
Provo, UT 84604
(801) 7057000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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:
¨
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:
¨
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.
¨
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.
x
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.
¨
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.
¨
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.
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Large accelerated filer
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x
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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
This Post-Effective Amendment No. 1 relates to the registration statement on Form S-3 (Registration No. 333-171774) previously
filed by Ancestry.com Inc. (the Company) on January 19, 2011 with the Securities and Exchange Commission (the Registration Statement), pertaining to the registration of 1,022,408 shares of the Companys common
stock, par value $0.001 per share, at a proposed maximum offering price per share of $33.82 and a proposed maximum aggregate offering price of $34,577,872.38.
On December 28, 2012, pursuant to the Agreement and Plan of Merger entered into on October 21, 2012 (the Merger Agreement), by and among Global Generations Merger Sub Inc., a
Delaware corporation (Merger Sub), Global Generations International Inc., a Delaware corporation (Parent), and the Company, Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary
of Parent.
In connection with the transactions contemplated by the Merger Agreement, the offering of the Companys
securities pursuant to the Registration Statement has been terminated as of the date hereof. 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 subject to the Registration Statement, the Company hereby removes from registration all securities registered under the Registration Statement that remain unsold as of
the date hereof.
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-3 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 Provo, Utah the 28th day of December, 2012.
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ANCESTRY.COM INC.
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By:
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/s/ William Stern
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Name:
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William Stern
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Title:
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General Counsel and Corporate Secretary
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the registration statement has been signed below by the following persons 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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Timothy Sullivan
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President and Chief Executive Officer
and Director
(Principal Executive Officer)
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December 28, 2012
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Howard Hochhauser
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Chief Financial Officer
(Principal Financial Officer and
Accounting Officer)
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December 28, 2012
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Charles M. Boesenberg
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Director
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December 28, 2012
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David Goldberg
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Director
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December 28, 2012
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*
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Director
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December 28, 2012
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Elizabeth Nelson
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Victor Parker
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Director
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December 28, 2012
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Benjamin Spero
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Director
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December 28, 2012
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Thomas Layton
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Director
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December 28, 2012
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Director
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Mike Shroepfer
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Director
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Dr. Paul Billings
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By:
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/s/ William Stern
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Name:
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William Stern, as attorney-in-fact
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