- Post-Effective Amendment to Registration Statement (POS AM)
July 02 2012 - 8:21AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 2, 2012
Registration No. 333-86913
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ABOVENET, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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11-3168327
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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360 Hamilton Avenue
White Plain, New York 10601
(914) 421-6700
(Address of Principal Executive Offices)
Robert Sokota
Senior Vice President and General Counsel
AboveNet, Inc.
360 Hamilton Avenue
White Plains, NY 10601
(914) 421-6700
(Name and address of agent for service)
Copy to:
Scott Kaufman
Wiggin and Dana LLP
450 Lexington Avenue
New York, NY 10017
(212) 490-1700
Not Applicable
(Approximate date of commencement of proposed
sale to the public)
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.
¨
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
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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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¨
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Smaller reporting company
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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment, filed by AboveNet, Inc., a Delaware
corporation (the “Company”), deregisters all securities registered for issuance under the Registration Statement on
Form S-3, File No. 333-86913, which was filed with the Securities and Exchange Commission on September 10, 1999 (the “Registration
Statement”).
Pursuant to the terms of the Agreement and Plan of Merger, dated
as of March 18, 2012, by and among the Company, Zayo Group, LLC (“Parent”) and Voila Sub, Inc. (the “Merger Agreement”),
Voila Sub, Inc. will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned
subsidiary of Parent (the “Merger”). In connection with the Merger, the Company has terminated all offerings of its
securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration
Statement. Accordingly, and in accordance with an undertaking made by the Company in the Registration Statement to remove from
registration by means of a post-effective amendment any securities registered under the Registration Statement that remain unsold
at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration
Statement which were unsold as of the filing hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this
Post-Effective Amendment No. 2 to the Registration Statement and has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New York
on this 2nd day of July, 2012.
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ABOVENET, INC.
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By:
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/s/ Robert Sokota
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Robert Sokota
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Senior Vice President and General Counsel
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment No.2 to the Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
Date: July 2, 2012
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By:
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/s/ William G. LaPerch
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William G. LaPerch
President, Chief Executive Officer and Director
(Principal Executive Officer)
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Date: July 2, 2012
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By:
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/s/ Joseph P. Ciavarella
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Joseph P. Ciavarella
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Date: July 2, 2012
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By:
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/s/ Jeffrey A. Brodsky
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Jeffrey A. Brodsky
Director
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Date: July 2, 2012
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By:
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/s/ Michael J. Embler
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Michael J. Embler
Director
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Date: July 2, 2012
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By:
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/s/ Richard Postma
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Richard Postma
Director
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Date: July 2, 2012
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By:
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/s/ Richard Shorten, Jr.
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Richard Shorten, Jr.
Director
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Date: July 2, 2012
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By:
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/s/ Stuart Subotnick
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Stuart Subotnick
Director
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