Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 21 2016 - 5:21PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 21, 2016
Registration No. 333-193938
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TEXTURA CORPORATION
(Exact name of issuer as specified in its charter)
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Delaware
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26-1212370
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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1405 Lake Cook Road,
Deerfield, IL
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60015
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(Address of Principal Executive Offices)
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(Zip Code)
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Textura Corporation Employee Stock Purchase Plan
(Full title of plan)
Brian S. Higgins
Vice
President and Associate General Counsel
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Telephone: (650) 506-7000
(Name, address and telephone number of agent for service)
Copies to:
Keith
A. Flaum
James R. Griffin
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores, California 94065
Telephone: (650) 802-3000
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.
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Large accelerated filer
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x
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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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DEREGISTRATION OF COMMON STOCK
On February 13, 2014, Textura Corporation (Textura) filed a registration statement on Form S-8 (No. 333-193938) (the
Registration Statement) with the Securities and Exchange Commission, registering 1,000,000 shares of Texturas common stock, current par value $0.001 (the Common Stock) under the Textura Corporation Employee Stock
Purchase Plan.
On June 10, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 28, 2016, by and among Textura,
Oracle Corporation, OC Acquisition LLC, a wholly owned subsidiary of Oracle Corporation, and Tulip Acquisition Corporation, a wholly owned subsidiary of OC Acquisition LLC, Tulip Acquisition Corporation merged with and into Textura, and Textura
became an indirect wholly owned subsidiary of Oracle Corporation (the Merger). As a result of the Merger, the offerings pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by Textura in the
Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the termination of the offerings, Textura hereby removes from
registration the Common Stock registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Redwood City, State of California, on the
21
st
day of June, 2016.
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TEXTURA CORPORATION
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By:
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/s/ Brian S. Higgins
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Name:
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Brian S. Higgins
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Title:
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Vice President & Secretary
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 has been signed below 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/ Dorian Daley
Dorian Daley
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President and Director
(Principal Executive Officer)
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June 21, 2016
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/s/ Gregory Hilbrich
Gregory Hilbrich
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Treasurer
(Principal Financial and Accounting Officer)
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June 21, 2016
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