Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 02 2015 - 4:57PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 2, 2015
Registration No. 333-202267
Registration No. 333-192418
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE
SECURITIES ACT OF 1933
zulily, inc.
(Exact
name of registrant as specified in its charter)
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Delaware |
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27-1202150 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
2601 Elliott Avenue, Suite 200
Seattle, WA 98121
(877)
779-5614
(Address of Principal Executive Offices) (Zip Code)
zulily, inc. 2009 Equity Incentive Plan
zulily, inc. 2013 Equity Plan
(Full title of the plan)
Darrell
Cavens
Chief Executive Officer
zulily, llc
2601 Elliott
Avenue, Suite 200
Seattle, WA 98121
(877) 779-5614
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
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John W. Robertson
Alan D. Hambelton Cooley
LLP 1700 Seventh Avenue, Suite 1900
Seattle, WA 98101 (206)
452-8700 |
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Deirdre Runnette
General Counsel zulily,
llc 2601 Elliott Avenue, Suite 200
Seattle, WA 98121 (877)
779-5614 |
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.
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Large accelerated filer |
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x |
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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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¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statements of zulily, inc., a Delaware corporation (the Company),
pertaining to the registration of the shares of Class A common stock of the Company, par value $0.0001 per share, or Class B common stock of the Company, par value $0.0001 per share, offered under certain employee benefit and equity plans and
agreements, each originally filed on Form S-8 with the Securities and Exchange Commission (the SEC) (collectively, the Registration Statements):
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File No. |
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Date Originally Filed with the SEC |
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Name of Equity Plan or Agreement |
333-192418 |
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November 19, 2013 |
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2013 Equity Plan |
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2009 Equity Incentive Plan |
333-202267 |
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February 24, 2015 |
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2013 Equity Plan |
On October 1, 2015, pursuant to an Agreement and Plan of Reorganization, dated as of August 16, 2015 (the
Reorganization Agreement), by and among the Company, Liberty Interactive Corporation, a Delaware corporation (Parent), Mocha Merger Sub, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of
Parent (Purchaser) and Ziggy Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (Merger Sub 2), whereby Purchaser merged with and into the Company and
immediately thereafter, the Company merged with and into Merger Sub 2, with the separate corporate existence of the Company ceasing and Merger Sub 2 continuing as the surviving corporation and a wholly owned subsidiary of Parent under the name
zulily, llc (the Surviving Company).
As a result of the consummation of the transactions contemplated by the
Reorganization Agreement, the Company has terminated as of the date hereof all offerings of its securities pursuant to the Registration Statements. Accordingly, the Surviving Company is filing this Post-Effective Amendment to the Registration
Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements and, in accordance with the undertakings made by the Company in the Registration Statements to
remove from registration, by means of a post-effective amendment, any of the securities of the Company that had been registered but remain unsold at the termination of the offering, the Surviving Company, as the successor by merger to the Company,
hereby removes from registration any and all such securities registered but unsold under the Registration Statements as of the date hereof. 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, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle,
Washington, on October 2, 2015.
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zulily, llc (as successor by merger to zulily, inc.) |
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By: |
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/s/ Darrell Cavens |
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Darrell Cavens |
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Chief Executive Officer |
Note: Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this
Post-Effective Amendment to the Registration Statements.
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