As
filed with the Securities and Exchange Commission on August 7, 2019
Registration
Statement File No. 333-90363
Registration
Statement File No. 333-145295
Registration
Statement File No. 333-185023
Registration
Statement File No. 333-189503
Registration
Statement File No. 333-225032
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-90363
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-145295
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-185023
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-189503
Post-Effective
Amendment No. 1 to Form S-8 Registration Statement No.
333-225032
Under
the
Securities Act of 1933
THESTREET,
INC.
(Exact
name of Registrant as specified in its charter)
Delaware
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06-1515824
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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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14 Wall Street,
15th Floor
New York, New York
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10005
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(Address of principal executive
offices)
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(Zip code)
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Amended
and Restated 1998 Stock Incentive Plan
2007 Performance Incentive Plan
Nonqualified
Stock Option Awards
(Full
title of the plans)
James
C. Heckman
Chief
Executive Officer
TheStreet,
Inc.
14
Wall Street, 15th Floor
New
York, New York 10005
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to
:
Andrew
D. Hudders, Esq.
Golenbock
Eiseman Assor Bell & Peskoe, LLP
711
Third Avenue
New
York, New York 10017
(212)
907-7300
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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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☐
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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
These
Post-Effective Amendments (the “
Post-Effective Amendment
s”), filed by TheStreet, Inc., a Delaware corporation
(the “
Company
”), remove from registration all shares of the Company’s common stock, par value $0.01 per
share (the “
Common Stock
”) registered under the following Registration Statements on Form S-8 filed by the
Company (each a “
Registration Statement
,” and collectively, the “
Registration Statements
”)
with the U.S. Securities and Exchange Commission (the “
Commission
”), pertaining to the registration of shares
of Common Stock offered under certain employee benefit and equity plans and agreements (note that the share numbers listed below
do not take into account corporate actions, such as stock splits, taken in the interim):
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●
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Registration
Statement on Form S-8 (File No. 333-90363), filed with the Commission on November 5,
1999 registering 739,634 shares of Common Stock for issuance under the Amended and Restated
1998 Stock Incentive Plan;
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●
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Registration
Statement on Form S-8 (File No. 333-145295), filed with the Commission on August 9, 2007
registering 1,474,702 shares of Common Stock for issuance under the TheStreet, Inc. 2007
Performance Incentive Plan (the “
2007 Plan
”);
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●
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Registration
Statement on Form S-8 (File No. 333-185023), filed with the Commission on November 16,
2012 registering (i) 3,000,000 shares of Common Stock for issuance under the 2007 Plan
and (ii) 1,625,360 shares of Common Stock to be issued pursuant to non-plan options;
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●
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Registration
Statement on Form S-8 (File No. 333-189503), filed with the Commission on June 20, 2013
registering (i) 3,500,000 shares of Common Stock for issuance under the 2007 Plan, (ii)
325,000 shares issuable pursuant to the Agreement for Grant of Non-Qualified Stock Options
dated as of February 25, 2013 between the Company and John C. Ferrara, and (iii) 200,000
shares issuable pursuant to similar grants of a non-qualified stock option outside the
2007 Plan as an inducement grant to a non-executive officer; and
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●
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Registration
Statement on Form S-8 (File No. 333-225032), filed with the Commission on May 18, 2018
registering (i) 5,200,000 shares of Common Stock for issuance under the 2007 Plan, and
(ii) 2,350,000 shares issuable pursuant to grants of a non-qualified stock options outside
the 2007 Plan.
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On
August 7, 2019, pursuant to the Agreement and Plan of Merger, dated as of June 11, 2019, as amended by Amendment No. 1 to the
Agreement and Plan of Merger, dated as of July 12, 2019, (the “
Merger Agreement
”), by and among the Company,
TheMaven, Inc. a Delaware corporation (“
Maven
”), and TST Acquisition Co., Inc. a Delaware corporation and indirect
wholly owned subsidiary of Maven (“
Merger Sub
”), Merger Sub merged with and into the Company, with the Company
continuing as the surviving corporation and an indirect wholly-owned subsidiary of Maven.
Pursuant
to the Merger and subject to the terms of the Merger Agreement, each share of Common Stock of the Company issued and outstanding
immediately prior to the Merger (other than shares held by the Company, Maven or Merger Sub and shares with respect to which appraisal
rights have been properly exercised in accordance with the General Corporation Law of the State of Delaware) were cancelled and
converted into the right to receive, (i) an amount in cash equal to $3.09183364 per share of Company Common Stock, par value $0.01
per share, and (ii) one contractual contingent value right per share of Company Common Stock.
As
a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated as of the date
hereof all offerings of its securities pursuant to the Registration Statements. By filing these Post-Effective Amendments, the
Company hereby terminates the effectiveness of the Registration Statements and removes from registration any and all shares of
Common Stock registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing
is made in accordance with undertakings made by the Company in Part II of each Registration Statement to remove from registration,
by means of a post-effective amendment, any securities that were registered for issuance but remain unsold at the termination
of the offering. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
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 these Post-Effective Amendments to the Registration Statements on Form S-8 and has duly
caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
New York, in the State of New York, on August 7, 2019.
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THESTREET, INC.
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By:
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/s/ James
C. Heckman
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Name:
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James C. Heckman
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Title:
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Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-8
has been signed by the following person in the capacity and on the date indicated.
Signatures
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Capacity
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Date
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/s/ James C. Heckman
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Chief Executive Officer and Director
(Principal Executive Officer)
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August 7, 2019
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James C. Heckman
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/s/ Douglas Smith
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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August 7, 2019
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Douglas Smith
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