Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 03 2017 - 4:52PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 3, 2017
Registration No. 333-205784
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-205784
UNDER THE SECURITIES ACT OF 1933
Black Knight, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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81-5265638
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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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601 Riverside Avenue
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Jacksonville, Florida
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32204
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(Address of Principal Executive Offices)
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(Zip Code)
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Fidelity National Financial Group 401(k) Profit Sharing Plan
(Full Title of Plans)
Michael L. Gravelle
Executive Vice President, General Counsel and Corporate Secretary
Black Knight, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
(Name and address of agent for service)
(904) 854-5100
(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, 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:
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging Growth Company
o
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(Do not check if a smaller reporting company)
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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 Exchange Act.
o
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 filed by Black Knight, Inc., a Delaware corporation (the
Company
or the
Registrant
), deregisters all shares of the Black Knight Financial Services, Inc. (the
Predecessor
) Class A common stock, par value $0.0001 per share (the
Shares
) remaining unissued under Registration Statement No. 333-205784, as filed with the Securities and Exchange Commission (the
Commission
) on July 21, 2015 (the
Registration Statement
), registering an aggregate of 5,000,000 Shares under the Fidelity National Financial Group 401(k) Profit Sharing Plan (the
Plan
).
The Company is filing this Post-Effective Amendment No. 1 as a result of Predecessors completion of a reorganization and certain mergers, whereby the Company became the public parent holding company in accordance with Rule 414 of the Securities Act of 1933, and the Predecessors Shares will no longer be available for issuance under the Plan. In accordance with the undertaking made by the Predecessor in the Registration Statement 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 Shares registered under the Registration Statements but not sold under the Registration Statement.
2
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, October 3, 2017.
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Black Knight, Inc.
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By:
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/s/ Michael L. Gravelle
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Name:
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Michael L. Gravelle
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following persons in the capacities and on the date indicated.
Signature
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Title
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Date
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/s/ William P. Foley, II
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Executive Chairman, Director
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October 3, 2017
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William P. Foley, II
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/s/ Thomas J. Sanzone
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Chief Executive Officer (Principal Executive Officer)
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October 3, 2017
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Thomas J. Sanzone
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/s/ Kirk T. Larsen
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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October 3, 2017
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Kirk T. Larsen
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/s/ Thomas M. Hagerty
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Director
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October 3, 2017
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Thomas M. Hagerty
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/s/ David K. Hunt
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Director
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October 3, 2017
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David K. Hunt
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/s/ Ganesh B. Rao
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Director
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October 3, 2017
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Ganesh B. Rao
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/s/ Richard N. Massey
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Director
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October 3, 2017
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Richard N. Massey
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/s/ John D. Rood
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Director
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October 3, 2017
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John D. Rood
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3
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