Post-effective Amendment to an S-8 Filing (s-8 Pos)
December 01 2016 - 4:52PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 1, 2016
Registration Nos. 333-181447; 333-183289;
333-190677; 333-200077; 333-206283; 333-207899
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-181447
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183289
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-190677
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-200077
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206283
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-207899
UNDER
THE
SECURITIES ACT OF 1933
DTS, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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77-0467655
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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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5220 Las Virgenes Road, Calabasas, CA 91302
(Address of Principal Executive Offices)
DTS, INC. 2012 EQUITY INCENTIVE PLAN
SRS LABS, INC. 2006 STOCK INCENTIVE PLAN
DTS, INC. 2013 EMPLOYEE STOCK PURCHASE PLAN
DTS, INC. 2013 FOREIGN SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN
DTS, INC. 2014 NEW EMPLOYEE INCENTIVE PLAN
(Full Titles of the Plans)
Jon E. Kirchner
Chairman and Chief Executive Officer
DTS, Inc.
5220 Las
Virgenes Road,
Calabasas, CA 91302
(Name and Address of Agent For Service)
(818) 436-1000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Michael S. Kagnoff
DLA
Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121
Telephone: (858) 677-1400
Facsimile: (858) 677-1401
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. (Check one):
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
(Do not check if a smaller reporting
company)
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Smaller reporting company ☐
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statements on Form S-8 (collectively, the
Registration
Statements
), filed by DTS, Inc., a Delaware corporation (the
Company
), with the Securities and Exchange Commission:
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Registration Statement No. 333-181447 filed on Form S-8 on May 15, 2012, which registered the offering of 4,638,372 shares of the Companys common stock, par value $0.0001 per share (
Common
Stock
), pursuant to the DTS, Inc. 2012 Equity Incentive Plan (the
2012 Plan
);
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Registration Statement No. 333-183289 filed on Form S-8 on August 13, 2012, which registered the offering of 233,848 shares of Common Stock pursuant to the SRS Labs, Inc. 2006 Stock Incentive Plan;
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Registration Statement No. 333-190677 filed on Form S-8 on August 16, 2013, which registered the offering of 452,246 shares of Common Stock pursuant to the DTS, Inc. 2013 Employee Stock Purchase Plan, and the
DTS, Inc. 2013 Foreign Subsidiary Employee Stock Purchase Plan;
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Registration Statement No. 333-200077 filed on Form S-8 on November 10, 2014, which registered the offering of 50,000 shares of Common Stock pursuant to the DTS, Inc. 2014 New Employee Incentive Plan (the
2014 Plan
);
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Registration Statement No. 333-206283 filed on Form S-8 on August 10, 2015, which registered the offerings of 1,000,000 shares of Common Stock pursuant to the 2012 Plan, and 100,000 shares of Common Stock
pursuant to the 2014 Plan; and
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Registration Statement No. 333-207899 filed on Form S-8 on November 9, 2015, which registered the offering of 150,000 shares of Common Stock pursuant to the 2014 Plan.
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Pursuant to an Agreement and Plan of Merger, dated as of September 19, 2016, by and among Tessera Technologies, Inc., a Delaware
corporation (
Tessera
), Tessera Holding Corporation (f/k/a Tempe Holdco Corporation), a Delaware corporation and wholly owned subsidiary of Tessera (
Tessera Holding
), Tempe Merger Sub Corporation, a Delaware
corporation and a wholly owned subsidiary of Tessera Holding and Arizona Merger Sub Corporation, a Delaware corporation and a wholly owned subsidiary of Tessera Holding (
Merger Sub
) and the Company, on December 1, 2016, among
other things, Merger Sub merged with and into the Company (the
Merger
), with the Company surviving the Merger as a wholly owned subsidiary of Tessera Holding.
In connection with the Merger, as of the date hereof, the offerings of Common Stock pursuant to the Registration Statements have been
terminated. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of
post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration any and all securities of the Company registered but
remaining unsold under the Registration Statements as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the registrant certifies that it has
reasonable grounds to believe 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 Calabasas, State of
California, on this 1st day of December, 2016.
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DTS, INC.
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By:
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/s/ Thomas Lacey
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Thomas Lacey
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President
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