CNVR (MM)

As filed with the Securities and Exchange Commission on December 10, 2014

Registration No. 333-198462

Registration No. 333-196827

Registration No. 333-176682

Registration No. 333-174218

Registration No. 333-145853

Registration No. 333-129058

Registration No. 333-126360

Registration No. 333-111841

Registration No. 333-111830

Registration No. 333-89396

Registration No. 333-72704

Registration No. 333-61284

Registration No. 333-61278

Registration No. 333-38896

 

 

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration No. 333-198462

Form S-8 Registration No. 333-196827

Form S-8 Registration No. 333-176682

Form S-8 Registration No. 333-174218

Form S-8 Registration No. 333-145853

Form S-8 Registration No. 333-129058

Form S-8 Registration No. 333-126360

Form S-8 Registration No. 333-111841

Form S-8 Registration No. 333-111830

Form S-8 Registration No. 333-89396

Form S-8 Registration No. 333-72704

Form S-8 Registration No. 333-61284

Form S-8 Registration No. 333-61278

Form S-8 Registration No. 333-38896

 

UNDER

THE SECURITIES ACT OF 1933

 

Conversant, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

30699 Russell Ranch Road, Suite 250
Westlake Village, California 91362

(Address of Principal Executive Offices)

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Conversant, Inc. 2007 Employee Stock Purchase Plan
SET Media, Inc. 2007 Stock Incentive Plan (as assumed by Conversant, Inc.)
Fastclick, Inc. 2005 Equity Incentive Plan (as assumed by Conversant, Inc.)
Greystripe, Incorporated 2005 Stock Plan (as assumed by Conversant, Inc.)
Fastclick, Inc. 2004 Stock Incentive Plan (as assumed by Conversant, Inc.)
Web Marketing Holding 2004 Continuing Pool Stock Incentive Plan, as amended (as assumed by Conversant, Inc.)
Dotomi, Inc. 2003 Stock Option and Incentive Plan (as assumed by Conversant, Inc.)
Conversant, Inc. 2002 Stock Incentive Plan
Commission Junction, Inc. 2001 Stock Incentive Plan (as assumed by Conversant, Inc.)
Hi-Speed Media, Inc. 2001 Stock Incentive Plan (as assumed by Conversant, Inc.)
Fastclick, Inc. 2000 Equity Participation Plan (as assumed by Conversant, Inc.)
Commission Junction, Inc. 1999 Stock Option Plan (as assumed by Conversant, Inc.)
Conversant, Inc. 1999 Stock Option Plan, as amended
Mediaplex, Inc. Amended and Restated 1999 Stock Plan (as assumed by Conversant, Inc.)
Z Media, Inc. 1999 Stock Incentive Plan (as assumed by Conversant, Inc.)
Be Free, Inc. Amended and Restated 1998 Stock Incentive Plan (as assumed by Conversant, Inc.)
TriVida Corporation 1998 Equity Incentive Plan (as assumed by Conversant, Inc.)
Clickagents.com, Inc. Stock Option Plan (as assumed by Conversant, Inc.)
Special Option Grant Pursuant to Non-Plan Stock Option Agreement

(Full Titles of the Plans)

 

Jeanette Fitzgerald

Vice President and Secretary

Conversant LLC

(as successor to Conversant, Inc.)
30699 Russell Ranch Road, Suite 250
Westlake Village, California 91362

(Name and Address of Agent for Service)

(818) 575-4500

(Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Stewart L. McDowell, Esq.

Gibson, Dunn & Crutcher LLP

555 Mission Street, Suite 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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DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the "Registration Statements"), filed with the Securities and Exchange Commission (the "SEC") by Conversant, Inc. (the "Registrant"):

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The Registrant is filing this Post-Effective Amendment to these Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above-reference Registration Statements.

 

On December 10, 2014, pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 11, 2014, by and among the Registrant, Alliance Data Systems Corporation ("Alliance") and Amber Sub LLC, a direct wholly-owned subsidiary of Alliance ("Merger Sub"), the Registrant merged with and into Merger Sub, with Merger Sub continuing as the surviving company and a direct wholly-owned subsidiary of Alliance (the "Merger").  The Merger Sub has been renamed Conversant LLC.

 

As a result of the Merger, the offerings of the Registrant's securities pursuant to the above-referenced Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, the Registrant hereby removes from registration the securities registered but unissued under such Registration Statements.

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on December 10, 2014.

 

 

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