As filed with the Securities and Exchange Commission on September 29, 2015
Registration No. 333-128645
Registration No. 333-135167
Registration No. 333-136675
Registration No. 333-140455
Registration No. 333-144869
Registration No. 333-148896
Registration No. 333-157842
Registration No. 333-165735
Registration No. 333-173183
Registration No. 333-179679
Registration No. 333-186997
Registration No. 333-194242
Registration No. 333-196624
Registration No. 333-201709
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT NO. 333-128645
FORM S-8
REGISTRATION
STATEMENT NO. 333-135167
FORM S-8
REGISTRATION STATEMENT NO. 333-136675
FORM S-8
REGISTRATION
STATEMENT NO. 333-140455
FORM S-8
REGISTRATION STATEMENT NO. 333-144869
FORM S-8
REGISTRATION
STATEMENT NO. 333-148896
FORM S-8
REGISTRATION STATEMENT NO. 333-157842
FORM S-8
REGISTRATION
STATEMENT NO. 333-165735
FORM S-8
REGISTRATION STATEMENT NO. 333-173183
FORM S-8
REGISTRATION
STATEMENT NO. 333-179679
FORM S-8
REGISTRATION STATEMENT NO. 333-186997
FORM S-8
REGISTRATION
STATEMENT NO. 333-194242
FORM S-8
REGISTRATION STATEMENT NO. 333-196624
FORM S-8
REGISTRATION
STATEMENT NO. 333-201709
UNDER
THE SECURITIES ACT OF 1933
IKANOS
COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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73-1721486 |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
47669 Fremont Boulevard
Fremont, CA 94538
(510)
979-0400
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
1999 Stock Option Plan
2004 Equity Incentive Plan
2004 Employee Stock Purchase Plan
Doradus Technologies, Inc. 2004 Amended and Restated Stock Option Plan
Amended and Restated 2004 Equity Incentive Plan
Amended and Restated 2004 Employee Stock Purchase Plan
Stand-Alone Stock Option Agreement
2014 Stock Incentive Plan
Ikanos Communications, Inc. 2014 Stock Incentive Plan
(Full Title of the Plans)
Daniel D.
Vrechek
Secretary and Vice President
Ikanos Communications, Inc.
47669 Fremont Boulevard
Fremont, CA 94538
(510)
979-0400
(Name, Address, including Zip Code, and 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
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act). (Check one):
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Large accelerated filer |
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¨ |
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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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x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by Ikanos Communications, Inc. (the Company) on Form
S-8 (collectively, the Registration Statements):
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Registration Statement No. 333-128645, originally filed with the Securities and Exchange Commission (the SEC) on September 28, 2005; |
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Registration Statement No. 333-135167, originally filed with the SEC on June 20, 2006; |
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Registration Statement No. 333-136675, originally filed with the SEC on August 16, 2006; |
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Registration Statement No. 333-140455, originally filed with the SEC on February 5, 2007; |
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Registration Statement No. 333-144869, originally filed with the SEC on July 26, 2007; |
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Registration Statement No. 333-148896, originally filed with the SEC on January 28, 2008; |
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Registration Statement No. 333-157842, originally filed with the SEC on March 11, 2009; |
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Registration Statement No. 333-165735, originally filed with the SEC on March 26, 2010; |
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Registration Statement No. 333-173183, originally filed with the SEC on March 30, 2011; |
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Registration Statement No. 333-179679, originally filed with the SEC on February 24, 2012; |
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Registration Statement No. 333-186997, originally filed with the SEC on March 1, 2013; |
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Registration Statement No. 333-194242, originally filed with the SEC on February 28, 2014; |
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Registration Statement No. 333-196624, originally filed with the SEC on June 9, 2014; and |
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Registration Statement No. 333-201709, originally filed with the SEC on January 26, 2015. |
The
Company is filing this Post-Effective Amendment No. 1 to its Registration Statements to withdraw and remove from registration the unissued and unsold securities issuable by the Company pursuant to the above referenced Registration Statements.
On September 28, 2015, pursuant to the Agreement and Plan of Merger, dated as of August 5, 2015 (the Merger Agreement), by
and among the King Acquisition Co., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Qualcomm Atheros, Inc., a Delaware corporation (Parent), Parent and the Company, Purchaser merged with and
into the Company, with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent.
As a result of the
consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of its securities pursuant to the above referenced Registration Statements. In accordance with an undertaking made by the Company in each
of the Registration Statements to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the
Company registered pursuant to the Registration Statements that remain unsold as of the date hereof.
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
of 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 Fremont, State
of California, on September 29, 2015.
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IKANOS COMMUNICATIONS, INC. |
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By: |
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/s/ Daniel D. Vrechek |
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Daniel D. Vrechek |
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Secretary and Vice President |
Note: No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance
upon Rule 478 under the Securities Act of 1933, as amended.
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