Post-effective Amendment to Registration Statement (pos Am)
December 04 2012 - 9:37AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 4, 2012
Registration No. 333-165371
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION NO. 333-165371
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kenexa
Corporation
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-3024013
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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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650 East Swedesford Road
Wayne, Pennsylvania
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19087
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(Address of Principal Executive Offices)
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(Zip Code)
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Nooruddin S. Karsan
Chairman of the Board and Chief Executive Officer
650 East Swedesford
Road
Wayne, Pennsylvania 19087
(Name and address of agent for service)
(610) 971-9171
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable.
If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box.
¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
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If this form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If this form is a post-effective amendment to a registration statement filed pursuant to General
Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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 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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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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¨
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-165371) of Kenexa
Corporation (the
Company
) filed with the Securities and Exchange Commission on March 9, 2010 (the
Registration Statement
). The Registration Statement registered $200,000,000 in common stock,
preferred stock, debt securities, depositary shares, warrants and units (
Securities
), to be offered and sold by the Company (the
Offering
).
On December 3, 2012, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 25, 2012, by and among the
Company, International Business Machines Corporation (
Parent
), and Jasmine Acquisition Corp., a wholly-owned subsidiary of Parent (
Merger Sub
), Merger Sub merged with and into the Company (the
Merger
), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
In connection with the Merger, the Company has terminated the Offering and no additional Securities will be issued thereunder. In accordance with an undertaking made by the Company to remove from
registration, by means of a post-effective amendment, any shares of its Securities which remain unsold at the termination of the Offering, the Company hereby removes from registration all shares of its Securities under the Registration Statement
that remained unsold as of the effective time of the Merger.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Kenexa Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement (Registration No. 333-165371) to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Wayne, Commonwealth of
Pennsylvania, on the 4th day of December, 2012.
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KENEXA CORPORATION
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By:
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/s/ Nooruddin S. Karsan
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Nooruddin S. Karsan
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Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to Registration Statement No. 333-165371 has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Nooruddin S. Karsan
Nooruddin S. Karsan
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Chief Executive Officer and Director
(Principal Executive Officer)
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December 4, 2012
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/s/ Donald F. Volk
Donald F. Volk
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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December 4, 2012
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