Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
October 08 2015 - 3:01PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 8, 2015
Registration No. 333-198058
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DEALERTRACK
TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
52-2336218 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification Number) |
1111 Marcus Ave., Suite M04
Lake Success, New York 11042
Telephone: (516) 734-3600
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Peter C. Cassat, Esq.
Cox Automotive, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (404) 568-8000
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
Large accelerated filer x |
Accelerated filer ¨ |
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company ¨ |
|
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 to Form
S-3 Registration Statement (this “Post-Effective Amendment No. 1”) is being filed in order to remove from registration
all securities remaining unsold under that certain Registration Statement on Form S-3 (File No. 333-198058) (the “Registration
Statement”), which was filed with the Securities and Exchange Commission on August 11, 2014 to register the offering from
time to time of an indeterminate number of shares of the common stock, par value $0.01 per share, of Dealertrack Technologies,
Inc. (“Dealertrack”).
On October 1, 2015, pursuant to the terms
of that certain Agreement and Plan of Merger, dated June 12, 2015 (the “Merger Agreement”), by and among Cox Automotive,
Inc. (“Cox”), Runway Acquisition Co., a Delaware corporation and wholly owned subsidiary of Cox (“Acquisition
Sub”), and Dealertrack, Acquisition Sub merged with and into Dealertrack (the “Merger”), with Dealertrack continuing
as the surviving corporation and as a wholly owned subsidiary of Cox.
As a result of the Merger, Dealertrack has
terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statement.
Effective upon the filing of this Post-Effective Amendment No. 1, Dealertrack hereby removes from registration all of the securities
registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Lake Success, State of New York on October
8, 2015.
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DEALERTRACK TECHNOLOGIES, INC. |
|
|
|
By: |
/s/ Eric Jacobs |
|
Name: |
Eric Jacobs |
|
Title: |
Executive Vice President, Chief Financial and Administrative Officer |
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