Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 19 2018 - 9:26AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 19, 2018
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Registration
No. 333-216305;
333-209780;
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333-202433;
333-194438;
333-187152;
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333-180357;
333-173911
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form
S-8
Registration Statement
No. 333-216305
Form
S-8
Registration Statement
No. 333-209780
Form
S-8
Registration Statement
No. 333-202433
Form
S-8
Registration Statement
No. 333-194438
Form
S-8
Registration Statement
No. 333-187152
Form
S-8
Registration Statement
No. 333-180357
Form
S-8
Registration Statement
No. 333-173911
UNDER
THE SECURITIES ACT OF 1933
RPX Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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26-2990113
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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One Market Plaza, Suite 1100
San Francisco, CA 94105
(866)
779-7641
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2008 Stock Plan
2011
Equity Incentive Plan
(Full titles of the plans)
Martin E. Roberts
Chief
Executive Officer
One Market Plaza
Suite 1100
San
Francisco, CA 94105
(Name and Address of Agent for Service)
(866) 779-7641
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Leif King
Skadden, Arps,
Slate, Meagher & Flom LLP
525 University Avenue, Suite 1400
Palo Alto, California 94301
(650)
470-4500
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large
accelerated filer, accelerated filer, smaller reporting company, and emerging growth 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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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
This post-effective amendment (the
Post-Effective Amendment
) relates to the following Registration Statements filed by RPX
Corporation, a Delaware corporation (the
Registrant
), on Form
S-8
(collectively, the
Registration Statements
):
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Registration
No.
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Date Filed
With
the SEC
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Name of Equity Plan
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Number of Shares of
Common Stock
Originally Registered
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333-216305
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2/28/2017
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2011 Equity Incentive Plan
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1,000,000
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333-209780
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2/29/2016
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2011 Equity Incentive Plan
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2,000,000
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333-202433
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3/2/2015
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2011 Equity Incentive Plan
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1,000,000
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333-194438
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3/10/2014
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2011 Equity Incentive Plan
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1,000,000
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333-187152
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3/11/2013
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2011 Equity Incentive Plan
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1,000,000
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333-180357
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3/26/2012
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2011 Equity Incentive Plan
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2,457,269
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333-173911
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5/4/2011
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2008 Stock Plan
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7,386,846
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2011 Equity Incentive Plan
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1,828,076
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The Registrant is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove
any unissued and unsold securities issuable by the Registrant pursuant to the Registration Statements.
Pursuant to the Agreement and Plan
of Merger, dated April 30, 2018 (the
Merger Agreement
), by and among the Registrant, Riptide Parent, LLC, a Delaware limited liability company (
Parent
), and Riptide Purchaser, Inc., a Delaware corporation
and a wholly owned subsidiary of Parent (
Purchaser
), on June 19, 2018, Purchaser merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the
Merger
). Parent is beneficially owned by affiliates of HGGC, LLC.
The Registrant previously registered shares of the
Registrants common stock, $0.0001 par value per share (
Common Stock
), under its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements, concerning shares issuable
or issued under certain employee benefit and equity plans and agreements. As a result of the consummation of the Merger and the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant
to the above referenced Registration Statements. As a result of the consummation of the Merger and the transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Registrant in each of the Registration
Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering subject to the Registration Statements, the Registrant hereby removes and withdraws from registration
any and all securities of the Registrant registered pursuant to the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 to the Registration Statements on Form
S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on this 19th day of June, 2018.
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RPX CORPORATION
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By:
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/s/ Martin Roberts
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Martin Roberts
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Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment to the Registration Statements in
reliance on Rule 478 of the Securities Act of 1933, as amended.
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