- Post-Effective Amendment to an S-8 filing (S-8 POS)
March 19 2012 - 5:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 19, 2012
Registration No. 333-135342
Registration No. 333-72316
Registration No. 333-36789
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
BITSTREAM INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-2744890
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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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500 Nickerson Road
Marlborough, Massachusetts
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01752
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(Address of principal executive offices)
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(Zip Code)
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Bitstream Inc. 2006 Incentive Compensation Plan
Bitstream Inc. 2000 Stock Plan
1997 Stock Plan, 1996 Stock Plan and 1994
Stock Plan of Bitstream Inc.
(Full title of the plans)
James P. Dore
Chief Financial Officer
Bitstream Inc.
500 Nickerson Road
Marlborough, Massachusetts 01752
(Name and address of agent for service)
(617) 497-6222
(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 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.
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
þ
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the registration statements on Form S-8 (File Nos. 333-135342, 333-72316 and 333-36789) (the
Registration Statements
) previously filed by Bitstream Inc., a Delaware corporation (the
Company
), which registered a total of 6,500,000 shares of the Companys Class A Common Stock, par value $0.01
per share (the
Common Stock
), under the Bitstream Inc. 2006 Incentive Compensation Plan, the Bitstream Inc. 2000 Stock Plan and the 1997 Stock Plan, 1996 Stock Plan and the 1994 Stock Plan of Bitstream Inc.
On March [19], 2012, pursuant to the Agreement and Plan of Merger (the
Merger Agreement
), dated as of November 10, 2011, among
the Company, Monotype Imaging Holdings Inc., a Delaware corporation (
Monotype Imaging
), and Birch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Monotype Imaging (the
Merger
Subsidiary
), the Merger Subsidiary merged with and into the Company (the
Merger
) with the Company continuing as the surviving corporation and an indirect, wholly-owned subsidiary of Monotype Imaging. In connection with
the Merger, each outstanding share of Common Stock, other than Common Stock held by the Company as treasury stock, was converted pursuant to the Merger Agreement into the right to receive $4.362 in cash, without interest.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to its existing registration statements, including
the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Company in Item 9 of the Registration Statements to remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, removes from registration any and all Common Stock registered as of the date hereof.
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 Woburn, Commonwealth of Massachusetts on this 19th day of March, 2012.
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BITSTREAM INC.
(Registrant)
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By:
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/s/ James P. Dore
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James P. Dore
Chief
Financial Officer
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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.
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SIGNATURE
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TITLE
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DATE
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/s/ George B. Beitzel
George B. Beitzel
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Director
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March 19, 2012
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/s/ Jonathan H. Kagan
Jonathan H. Kagan
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Director
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March 19, 2012
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/s/ Amos Kaminski
Amos Kaminski
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Director
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March 19, 2012
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/s/ Melvin L. Keating
Melvin L. Keating
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Director
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March 19, 2012
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/s/ Raul K. Martynek
Raul K. Martynek
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Director
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March 19, 2012
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