Post-effective Amendment to an S-8 Filing (s-8 Pos)
May 21 2015 - 5:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 21, 2015
Registration No. 333-192739
Registration No. 333-202570
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-192739
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-202570
UNDER
THE
SECURITIES ACT OF 1933
Kofax Limited
(Exact
Name of Registrant as Specified in Its Charter)
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Bermuda |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
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15211 Laguna Canyon Road, Irvine, CA |
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92618 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Kofax Limited 2012 Equity Incentive Plan
Kofax Limited 2014 Employee Stock Purchase Plan
(Full Title of the Plan)
Bradford
Weller
General Counsel of Kofax Limited
15211 Laguna Drive Road
Irvine, CA 92618
(Name
and address of agent for service)
(949) 783-1000
(Telephone number, including area code, of agent for service)
With a copy to:
David S. Rosenthal
Dechert LLP
1095 Avenue
of Americas
New York, NY 10036
(212) 698-3500
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition 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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¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments) relate to the following Registration Statements on Form S-8 (collectively, the
Registration Statements) of Kofax Limited (the Company), filed by the Company with the Securities and Exchange Commission (the SEC):
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Registration Statement No. 333-192739, registering 22,427,992 Common Shares, par value $0.001 per share, of the Company issuance under the Kofax Limited 2012 Equity Incentive Plan, filed with the SEC on
December 10, 2013. |
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Registration Statement No. 333-202570, registering the issuance of 1,500,000 Common Shares, par value $0.001 per share, of the Company issuable under the Kofax Limited 2014 Employee Stock Purchase Plan, filed with
the SEC on March 6, 2015. |
On May 21, 2015, pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated
as of March 24, 2015, by and among Lexmark International Technology, S.A., a Switzerland joint stock company (Parent), Ariel Investment Company, Ltd., a Bermuda exempted company and a direct wholly-owned subsidiary of Parent
(Merger Sub), Lexmark International, Inc., a Delaware corporation, and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (Merger).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an
undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Company hereby removes from
registration all of such securities of the Company registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such
securities.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, State of
California, on this 21st day of May 2015.
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KOFAX LIMITED |
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By: |
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/s/ Reynolds C. Bish |
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Reynolds C. Bish Chief Executive Officer
(Principal Executive Officer) |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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