Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
June 15 2018 - 4:29PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 15, 2018
Registration No. 333-221792
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3 TO
REGISTRATION STATEMENT ON
FORM S-1
Under
The Securities Act of 1933
CISION LTD.
(Exact name of registrant as specified in
its charter)
Cayman Islands
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7372
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N/A
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(State or other jurisdiction
of incorporation)
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(Primary Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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130 E. Randolph Street
7
th
Floor
Chicago, Illinois 60601
(312) 922-2400
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Jack Pearlstein, Chief Financial Officer
130 E. Randolph Street
7
th
Floor
Chicago, Illinois 60601
(312) 922-2400
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
Copy to:
Dennis M. Myers, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
Approximate date of commencement of
proposed sale to the public:
From time to time after the effectiveness of this registration statement.
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, check the following box.
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 post-effective amendment filed pursuant to Rule 462(d) 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.
x
Registration No.: 333-221792
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
o
|
|
Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
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Smaller reporting company
o
Emerging growth company
x
|
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.
o
EXPLANATORY NOTE
This Post-Effective Amendment No. 3 (this “Amendment”)
to the Registration Statement on Form S-1 (File No. 333-221792) (the “Registration Statement”) of Cision Ltd. is being
filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely to add exhibits
not previously filed with the Registration Statement. Accordingly, this Amendment consists only of a facing page, this explanatory
note and Part II Item 16 of the Registration Statement on Form S-1 setting forth the exhibits to the Registration Statement. This
Amendment does not modify any other part of the Registration Statement. Pursuant to Rule 462(d), this Amendment shall become effective
immediately upon filing with the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
Exhibit
No.
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Description
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Included
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Form
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Filing
Date
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1.1
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Underwriting
Agreement, dated as of March 20, 2018, by and among Cision Ltd., the selling shareholders named therein and J.P. Morgan
Securities LLC and Deutsche Bank Securities Inc., as representatives of the several Underwriters named
therein
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By Reference
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S-1/A
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March 20, 2017
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1.2
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Underwriting Agreement, dated as of June 14, 2018, by and among Cision Ltd.,
the selling shareholders named therein and Deutsche Bank Securities Inc., as representative of the several Underwriters named therein
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Herewith
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—
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—
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2.1
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Agreement and Plan of Merger, dated as of March 19, 2017, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., Capitol Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Canyon Holdings S.à r.l.
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By Reference
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S-4
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April 11, 2017
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2.2
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Amendment No. 1 to Agreement and Plan of Merger, dated as of April 7, 2017, by and among Capitol Acquisition Corp. III, Capitol Acquisition Holding Company Ltd., Capitol Acquisition Merger Sub, Inc., Canyon Holdings (Cayman), L.P. and Canyon Holdings S.à r.l.
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By Reference
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S-4
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April 11, 2017
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3.1
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Amended and Restated Memorandum and Articles of Association of Cision Ltd.
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By Reference
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8-K
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July 6, 2017
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4.1
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Specimen Ordinary Share Certificate
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By Reference
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S-4/A
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May 15, 2017
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4.2
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Specimen Warrant Certificate of Capitol Acquisition Corp. III
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By Reference
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S-1/A*
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October 7, 2015
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4.3
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Amended and Restated Warrant Agreement, dated as of October 17, 2017, between Continental Stock Transfer & Trust Company and Cision Ltd.
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By Reference
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10-K
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March 13, 2018
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4.4
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Amendment No. 1 to Amended and Restated Warrant Agreement, dated as of May 18, 2018, between Continental Stock Transfer & Trust Company and Cision Ltd.
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By Reference
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8-K
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May 18, 2018
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5.1
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Opinion of Walkers
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By Reference
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S-1
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November 28, 2017
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10.1
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Registration Rights Agreement between Cision Ltd. and certain holders identified therein
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By Reference
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8-K
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July 6, 2017
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10.2
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Director Nomination Agreement between Cision Ltd., Canyon Holdings (Cayman), L.P. and the other parties named therein
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By Reference
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8-K
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July 6, 2017
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10.3
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2017 Omnibus Incentive Agreement †
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By Reference
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S-4/A
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June 14, 2017
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10.4
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Form of Non-Equity Incentive Plan †
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By Reference
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S-4/A
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May 15, 2017
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10.5
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Form of Director Indemnification Agreement (Affiliates of Canyon Holdings (Cayman), L.P.) †
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By Reference
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8-K
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July 6, 2017
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10.6
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Form of Director Indemnification Agreement (Affiliates of Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder 3 LLC) †
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By Reference
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8-K
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July 6, 2017
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10.7
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Form of Director and Officer Indemnification Agreement (Officers and Independent Directors) †
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By Reference
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8-K
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July 6, 2017
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10.8
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First Lien Credit Agreement
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By Reference
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S-4/A
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May 15, 2017
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10.9
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Amendment to First Lien Credit Agreement
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By Reference
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S-4/A
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May 15, 2017
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Exhibit
No.
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Description
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Included
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Form
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Filing
Date
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10.10
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Support Agreement
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By Reference
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S-4/A
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May 15, 2017
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10.11
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Employment Agreement between Cision U.S. Inc. and Kevin Akeroyd †
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By Reference
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8-K
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July 6, 2017
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10.12
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Employment Agreement between Cision U.S. Inc. and Jack Pearlstein †
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By Reference
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8-K
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July 6, 2017
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10.13
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Employment Agreement between PR Newswire Association, LLC and Whitney Benner†
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By Reference
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S-4
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April 17, 2018
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10.14
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Employment Agreement between PR Newswire Association, LLC and Jason Edelboim†
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By Reference
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S-4
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April 17, 2018
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10.15
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Office Lease between Cision U.S. Inc. and BFPRU I, LLC †
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By Reference
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8-K
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July 6, 2017
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10.16
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Refinancing Amendment and Incremental Facility Amendment
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By Reference
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8-K
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August 7, 2017
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10.17
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Form of Restricted Stock Unit Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan †
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By Reference
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10-Q
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November 9, 2017
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10.18
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Form of Nonqualified Stock Option Agreement pursuant to the Cision Ltd. 2017 Omnibus Incentive Plan †
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By Reference
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10-Q
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November 9, 2017
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10.19
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Incremental Facility Amendment to First Lien Credit Agreement
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By Reference
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8-K
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December 20, 2017
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10.20
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Repricing Amendment to First Lien Credit Agreement
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By Reference
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8-K
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February 8, 2018
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21.1
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Subsidiaries of the Registrant
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By Reference
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10-K
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March 13, 2018
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23.1
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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By Reference
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S-1
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November 28, 2017
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23.2
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Consent of Ernst & Young LLP (with respect to Vocus, Inc. financial statements)
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By Reference
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S-1
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November 28, 2017
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23.3
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Consent of Ernst & Young LLP (with respect to PRN Group)
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By Reference
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S-1
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November 28, 2017
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23.4
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Consent of Marcum LLP
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By Reference
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S-1
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November 28, 2017
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23.5
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Consent of Walkers
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Included within Exhibit 5.1
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—
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—
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23.6
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Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
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By Reference
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POS EX
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March 13, 2018
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24.1
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Power of Attorney (included in the signature page thereto)
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By Reference
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S-1
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November 28, 2017
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——————
* Filed by Capitol Acquisition Corp. III, the predecessor of
Cision Ltd.
† Indicates exhibits that constitute management contracts
or compensatory plans or arrangements.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Beltsville, Maryland on this 15th day of June, 2018.
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CISION LTD.
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By:
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/s/ Jack Pearlstein
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Name: Jack Pearlstein
Title: Chief Financial Officer
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Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
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Title
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Date
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*
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President,
Chief Executive Officer and Director
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June 15, 2018
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Kevin Akeroyd
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(Principal Executive Officer)
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/s/ Jack Pearlstein
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Chief
Financial Officer
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June 15, 2018
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Jack Pearlstein
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(Principal Financial Officer; Principal Accounting Officer)
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*
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Director
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June 15, 2018
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Stuart J. Yarbrough
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*
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Director
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June 15, 2018
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Philip A. Canfield
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*
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Director
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June 15, 2018
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Stephen P. Master
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*
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Director and Chairman of the Board
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June 15, 2018
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Mark M. Anderson
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*
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Director
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June 15, 2018
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L. Dyson Dryden
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*
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Director and Vice Chairman of the Board
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June 15, 2018
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Mark D. Ein
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Authorized Representative in the United
States
Pursuant to the requirements of the Securities
Act of 1933, as amended, Cision Ltd. has duly caused this registration statement to be signed by the following duly authorized
representative in the United States:
Date: June 15, 2018
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By:
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*
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Name: Kevin Akeroyd
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Title: Authorized Representative in the United States
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*
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The undersigned, by signing his or her name hereto, does execute this Post-Effective Amendment No. 3 to the Registration Statement on Form S-1 on behalf of the above-named officers and directors of the registrant pursuant to the Power of Attorney executed by such officers and/or directors on the signature pages to the registration statement previously filed on November 28, 2017.
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By:
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/s/ Jack Pearlstein
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Name: Jack Pearlstein
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Title: Atorrney-In-Fact
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