EXPLANATORY NOTE
This Post-Effective Amendment No.
1 (this Post-Effective Amendment) relates to the Registration Statement on
Form
S-8
(Registration
No. 333-214300)
(the Registration Statement) of ON Semiconductor Connectivity Solutions, Inc. (formerly known as Quantenna Communications, Inc.), a Delaware corporation (the Registrant),
previously filed by the Registrant with the United States Securities and Exchange Commission (the SEC). The Registration Statement, filed October 28, 2016, pertains to the registration and offer of (i) 4,495,266 shares of common
stock, $0.0001 par value per share, of the Registrant (the Shares), issuable under the 2016 Omnibus Equity Incentive Plan, (ii) 2,000,000 Shares issuable under the 2016 Employee Stock Purchase Plan, (iii) 1,653,380 Shares issuable under
the 2016 Equity Incentive Plan, and (iv) 4,706,855 Shares issuable under the 2006 Stock Plan.
On June 19, 2019, pursuant to an Agreement and Plan of
Merger (the Merger Agreement), by and among the Registrant, ON Semiconductor Corporation, a Delaware corporation (ON Semiconductor), and Raptor Operations Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of ON
Semiconductor (Merger Subsidiary), Merger Subsidiary merged with and into the Registrant, with the Registrant surviving as a wholly-owned subsidiary of ON Semiconductor (the Merger).
As a result of the consummation of the Merger, the Registrant has terminated all offerings of its securities pursuant to the Registration Statement and hereby
removes from registration under the Registration Statement the remaining Shares registered but unsold under the Registration Statement, if any, in accordance with the undertakings made by the Registrant in the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance that remain unsold at the termination of the offerings. The Registration Statement is hereby amended, as appropriate, to reflect the
deregistration of such Shares.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and
qualified in its entirety by, the Merger Agreement, which is attached as
Exhibit 2.1
to the Registrants Current Report on Form
8-K
filed with the SEC on March 27, 2019.