Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 12 2017 - 1:58PM
Edgar (US Regulatory)
Registration No. 333-178636
Registration No. 333-204990
Registration No. 333-209837
Registration No. 333-216343
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT NO. 333-178636
FORM S-8
REGISTRATION
STATEMENT NO. 333-204990
FORM S-8
REGISTRATION STATEMENT NO. 333-209837
FORM S-8
REGISTRATION
STATEMENT NO. 333-216343
UNDER
THE SECURITIES ACT OF 1933
JIVE
SOFTWARE, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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42-1515522
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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300 Orchard City Drive, Suite 100
Campbell, CA 95008
(669)
282-4000
(Address, including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
2015 Employee Stock Purchase Plan
2011 Equity Incentive Plan
2007 Stock Incentive Plan
2002 Stock Incentive Plan
(Full Title of the Plans)
Andrew S.
Price
President, Chief Executive Officer, and Director
Jive Software, Inc.
300
Orchard City Drive, Suite 100
Campbell, CA 95008
(669) 282-4000
(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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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by Jive Software, Inc. (the Company) on Form S-8
(collectively, the Registration Statements):
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Registration Statement No. 333-178636, originally filed with the Securities and Exchange Commission (the SEC) on December 20, 2011;
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Registration Statement No. 333-204990, originally filed with the SEC on June 16, 2015;
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Registration Statement No. 333-209837, originally filed with the SEC on March 1, 2016; and
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Registration Statement No. 333-216343, originally filed with the SEC on February 28, 2017.
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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 June 12, 2017, pursuant to the Agreement and Plan of Merger, dated as of April 30, 2017 (the Merger Agreement), by and among the Jazz
MergerSub, Inc., a Delaware corporation (Purchaser) and a wholly-owned subsidiary of Wave Systems Corp., 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 a 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.
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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 Austin, State
of Texas, on June 12, 2017.
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J
IVE
S
OFTWARE
, I
NC
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By:
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/s/ Andrew S. Price
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Andrew S. Price
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Chief Financial Officer
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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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