- Post-Effective Amendment to an S-8 filing (S-8 POS)
November 19 2009 - 5:22PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on November 19, 2009
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POSTEFFECTIVE
AMENDMENT NO. 1 TO
FORM S8
REGISTRATION STATEMENTS
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
THE
DIRECTV GROUP, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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52-1106564
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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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2230
East Imperial Highway
El
Segundo, California 90245
(310)
964-5000
(Address, including Zip Code, Telephone Number,
including Area Code, of Registrants Principal Executive Offices)
THE DIRECTV GROUP, INC. AMENDED AND
RESTATED 2004 STOCK PLAN
(f/k/a The DIRECTV Group, Inc.
2004 Stock Plan)
DIRECTV THRIFT AND SAVINGS PLAN AND
THE DIRECTV SAVINGS PLUS PLAN
(f/k/a The Hughes Non-Bargaining
Employees Thrift and Savings Plan and The Hughes Savings Plus Plan)
THE DIRECTV GROUP, INC. AMENDED AND
RESTATED DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
(f/k/a Amended and Restated Hughes
Electronics Corporation Compensation Plan for Non-Employee Directors)
AMENDED AND RESTATED HUGHES
ELECTRONICS CORPORATION INCENTIVE PLAN
(Full Title of the
Plans)
Larry D. Hunter
Executive Vice President
The
DIRECTV Group, Inc.
2230
East Imperial Highway
El
Segundo, California 90245
(310) 964-5000
(Name, Address and
Telephone Number,
including Area
Code, of Agent for Service)
Copies to
:
Michael
E. Lubowitz, Esq.
Weil, Gotshal &
Manges LLP
767 Fifth Avenue
New York, New York
10153
(212) 310-8000
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.
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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DEREGISTRATION OF UNSOLD SECURITIES
These
Post-Effective Amendments relate to the following Registration Statements of
the Registrant (as defined herein) previously filed with the Securities and
Exchange Commission (the
Commission
) by The DIRECTV Group, Inc.
(the
Registrant
):
·
Registration Statement
on Form S-8 (File No. 333-116114), filed on June 3, 2004, pertaining
to the registration of 23,000,000 shares of the Registrants common stock
issuable under The DIRECTV Group, Inc. Amended and Restated 2004 Stock
Plan (f/k/a The DIRECTV Group, Inc. 2004 Stock Plan).
·
Registration Statement
on Form S-8 (File No. 333-111469), filed on December 23, 2003, pertaining
to the registration of 1,000,000 shares of the Registrants common stock
issuable under the DIRECTV Thrift and Savings Plan and the DIRECTV Savings Plus
Plan (f/k/a The Hughes Non-Bargaining Employees Thrift and Savings Plan and The
Hughes Savings Plus Plan).
·
Registration Statement
on Form S-8 (File No. 333-111467), filed on December 23, 2003, pertaining
to the registration of 45,550 shares of the Registrants common stock issuable
under The DIRECTV Group, Inc. Amended and Restated Deferred Compensation
Plan for Non-Employee Directors (f/k/a the Amended and Restated Hughes
Electronics Corporation Compensation Plan for Non-Employee Directors).
·
Registration Statement
on Form S-8 (File No. 333-111466), filed on December 23, 2003, pertaining
to the registration of 96,396,415 shares of the Registrants common stock
issuable under the Amended and Restated Hughes Electronics Corporation
Incentive Plan.
The
Registration Statements identified above are collectively referred to as the
Registration
Statements
and the plans identified above are collectively referred to as
the
Plans
.
As
a result of the consummation on November 19, 2009 of the transactions
contemplated by the
Agreement and Plan of Merger,
dated as of May 3, 2009
and as amended as of July 29, 2009 and October 2, 2009 (the
Merger
Agreement
), by and among the Registrant, Liberty Media Corporation, a
Delaware corporation, Liberty Entertainment, Inc., a Delaware corporation
(
LEI
), DIRECTV, a Delaware corporation (
DIRECTV
), DTVG One, Inc.,
a Delaware corporation and wholly owned subsidiary of the Registrant (
DTVG
One
) and DTVG Two, Inc., a Delaware corporation and wholly owned
subsidiary of the Registrant (
DTVG Two
), the Registrant merged with
and into DTVG One, with the Registrant continuing as the surviving corporation
(the
DIRECTV merger
) and LEI merged with and into DTVG Two, with LEI
continuing as the surviving corporation (the
LEI merger
, together with
the DIRECTV merger, the
Mergers
).
The DIRECTV merger became effective at 5:15 p.m. (EST) on November 19,
2009 (the
DIRECTV Effective Time
), pursuant to a Certificate of Merger
filed with the Secretary of State of the State of Delaware. The LEI merger became effective at 5:16 p.m.
(EST) on November 19, 2009 (the
LEI Effective Time
), pursuant to
a Certificate of Merger filed with the Secretary of State of the State of
Delaware. As a result of the
effectiveness of the Mergers, the Registrant and LEI became wholly-owned
subsidiaries of DIRECTV.
2
Pursuant
to the Merger Agreement, at the DIRECTV Effective Time, the holders of
outstanding shares of the Registrants common stock (other than direct or
indirect subsidiaries of LEI) received one share of DIRECTV Class A common
stock for each share of the Registrants common stock held and, at the LEI
Effective Time, the holders of outstanding shares of LEI Series A common
stock and LEI Series B common stock (other than LEI or DIRECTV) received 1.11130
shares of DIRECTV Class A common stock for each share of LEI Series A
or Series B common stock held.
DIRECTV has determined that continued registration of the Registrants
common stock is not in the best interest of the Registrant and that as a result
of the Mergers, common stock of the Registrant will not be issuable under the
Plans.
As
a result of the Mergers, the Registrant has terminated all offerings of its
securities under the Registration Statements.
Pursuant to Rule 478 promulgated under the Securities Act of 1933,
as amended (the
Act
), and the undertaking of the Registrant contained
in the Registration Statements pursuant to Item 512(a)(3) of Regulation
S-K under the Act, the Registrant hereby removes from registration all of the
shares of common stock reserved for issuance under the Plans covered by the
Registration Statements which remained unsold as of the Effective Time.
3
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 El Segundo, State of California, on this 19th day of November,
2009.
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THE DIRECTV GROUP, INC.
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By:
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/s/
Larry D. Hunter
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Name:
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Larry
D. Hunter
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Title:
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Executive
Vice President
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Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 to this Registration
Statement has been signed by the following persons on November 19, 2009 in
the capacities indicated.
Signature
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Title
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Chief
Executive Officer
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/s/ Larry D. Hunter
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(Principal
Executive Officer)
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Larry D. Hunter
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Chief
Financial Officer and Director
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/s/ Patrick T. Doyle
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(Principal
Financial Officer)
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Patrick T. Doyle
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Chief
Accounting Officer
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/s/ John F. Murphy
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(Principal
Accounting Officer)
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John F. Murphy
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/s/ Neil R. Austrian
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Director
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Neil R. Austrian
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/s/ Ralph F. Boyd, Jr.
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Director
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Ralph F. Boyd, Jr.
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4
/s/ Chase Carey
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Director
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Chase Carey
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/s/ Paul A. Gould
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Director
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Paul A. Gould
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/s/ Charles R. Lee
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Director
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Charles R. Lee
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/s/ Peter A. Lund
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Director
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Peter A. Lund
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/s/ Gregory B. Maffei
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Director
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Gregory B. Maffei
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/s/ John C. Malone
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Director
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John C. Malone
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/s/ Nancy S. Newcomb
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Director
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Nancy S. Newcomb
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/s/ Haim Saban
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Director
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Haim Saban
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/s/ Michael D. White
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Director
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Michael D. White
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