- Post-Effective Amendment to an S-8 filing (S-8 POS)
August 22 2012 - 4:49PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 22, 2012
Registration No. 333-129425
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
EDGAR Online,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1447017
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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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11200 Rockville Pike, Suite 310
Rockville, Maryland
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20852
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(Address of Principal Executive Offices)
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(Zip Code)
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EDGAR Online, Inc. 2005 Stock Award and Incentive Plan
(Full title of the plan)
David A.
Gardella
President
c/o R.R. Donnelley & Sons Company
111 South Wacker Drive
Chicago, Illinois 60606
(Name, address and telephone number, including area code, of agent for service)
(312) 326-8000
(Telephone number, including area code, of agent for
service)
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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¨
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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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x
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EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) filed by EDGAR Online, Inc., a Delaware corporation
(the Company), deregisters all shares of the Companys common stock, par value $0.01 per share (Common Stock), that had been registered for issuance under the EDGAR Online, Inc. 2005 Stock Award and Incentive Plan on the
Companys Registration Statement on Form S-8 (File No. 333-129425) (the Registration Statement) and that remain unsold upon the termination of the offering of shares of Common Stock covered by the Registration Statement.
On August 14, 2012, pursuant to an Agreement and Plan of Merger, dated as of May 21, 2012, by and among R.R.
Donnelley & Sons Company, a Delaware corporation (Parent), Leo Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Sub), and the Company, Sub merged with and into the Company (the
Merger), with the Company continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent (the Merger). As a result of the Merger, the Company has terminated all offerings of its Common Stock 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
which remain unsold at the termination of the offering, the Company hereby removes from registration all of its securities registered but unsold under the Registration Statement as of the effective time of the Merger.
SIGNATURES
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 Chicago, State of Illinois, on August 22, 2012.
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EDGAR ONLINE, INC.
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By:
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/s/ David A. Gardella
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David A. Gardella
President
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