AIRV Air Via (MM)

As filed with the Securities and Exchange Commission on April 9, 2010

Registration No. 333-157500

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT NO. 333-157500
UNDER THE SECURITIES ACT OF 1933

AIRVANA, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		04-3507654
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
19 Alpha Road
Chelmsford, Massachusetts		01824
(Address of Principal Executive Offices)		(Zip Code)

2007 Stock Incentive Plan
(Full title of the Plan)

Randall S. Battat
President and Chief Executive Officer
Airvana, Inc.
19 Alpha Road
Chelmsford, Massachusetts 01824
(Name and Address of Agent For Service)
(978) 250-3000
(Telephone Number, Including Area Code, of Agent For Service)

With copies to:

Dan Clivner
Simpson Thacher & Bartlett LLP
1999 Avenue of the Stars
Los Angeles, California 90067
Telephone: (310) 407-7500
Facsimile: (310) 407-7502

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.

o

Large accelerated filer

þ

Accelerated filer

o

Non-accelerated filer (Do not check if a smaller reporting company)

o

Smaller reporting company

 

 

TABLE OF CONTENTS

DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment (the “Amendment”) relates to the following Registration Statement on Form S-8 (note that the share numbers listed below do not take into account corporate actions, such as stock splits, taken in the interim): Registration Statement 333-157500 registering 3,146,558 shares of common stock, $0.001 par value per share (the “Common Stock”), of Airvana, Inc. (the “Company”) for the Company’s 2007 Stock Incentive Plan (the “Registration Statement”).

     On April 9, 2010, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 17, 2009, by and among 72 Mobile Holdings, LLC (“Parent”), 72 Mobile Acquisition Corp. (“Merger Sub”) and the Company, Merger Sub merged with and into the Company, with the Company surviving the merger as a subsidiary of Parent. As a result of the merger, each share of Common Stock (other than those shares held by Parent or any of its subsidiaries, which were cancelled as a result of the merger, and shares with respect to which appraisal rights were properly exercised and not withdrawn or lost) was converted into the right to receive $7.65 in cash, without interest and less any applicable withholding tax.

     As a result of the merger, the Company has terminated any offering of the Company’s securities pursuant to any registration statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any.

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chelmsford, State of Massachusetts, on this 9 ^th day of April, 2010.

		AIRVANA, INC.
		By:		/s/		Randall S. Battat
		Name:				Randall S. Battat
		Title:				President and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Randall S. Battat   Randall S. Battat		President, Chief Executive Officer and Director (Principal Executive Officer)		April 9, 2010
/s/ Jeffrey D. Glidden   Jeffrey D. Glidden		Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)		April 9, 2010

Signature		Title		Date
/s/ Frank Baker		Director		April 9, 2010
Frank Baker
/s/ Peter Berger		Director		April 9, 2010
Peter Berger
/s/ Vedat Eyuboglu		Director		April 9, 2010
Vedat Eyuboglu
/s/ Merle Gilmore		Director		April 9, 2010
Merle Gilmore
/s/ Jeffrey Hendren		Director		April 9, 2010
Jeffrey Hendren
/s/ Sanjeev Verma		Director		April 9, 2010
Sanjeev Verma
/s/ Andrew Vogel		Director		April 9, 2010
Andrew Vogel
/s/ Timothy White		Director		April 9, 2010
Timothy White

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