Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 07 2016 - 5:36PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 7, 2016
Registration No. 333-209753
333-202365
333-195714
333-186616
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER THE
SECURITIES ACT OF 1933
FLEETMATICS
GROUP PLC
(Exact name of registrant as specified in its charter)
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Ireland
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98-1170810
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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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Block C, Cookstown Court
Belgard Road
Tallaght
Dublin
24
Ireland
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(Address of Principal Executive Offices)
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(Zip Code)
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A
MENDED
AND
R
ESTATED
2004 S
HARE
O
PTION
P
LAN
2011 S
TOCK
O
PTION
AND
I
NCENTIVE
P
LAN
A
MENDED
AND
R
ESTATED
2011
S
TOCK
O
PTION
AND
I
NCENTIVE
P
LAN
2012
E
MPLOYEE
S
HARE
P
URCHASE
P
LAN
(Full Title of the Plans)
Fleetmatics USA Group Holdings, Inc.
1100 Winter Street
Waltham, MA 02451
(866)
844-2235
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Ethan Klingsberg
Neil Markel
Cleary
Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
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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☒
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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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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following registration statements of Fleetmatics Group PLC (the
Company
), each pertaining to
the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 and as amended from time-to-time (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
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Shares of
Common Stock
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333-209753
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February 26, 2016
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Amended and Restated 2011 Stock Option and Incentive Plan
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1,837,735
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333-202365
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February 27, 2015
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Amended and Restated 2011 Stock Option and Incentive Plan
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1,800,126
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333-195714
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May 6, 2014
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Amended and Restated 2011 Stock Option and Incentive Plan
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2,011,450
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333-186616
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February 12, 2013
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Amended and Restated 2004 Share Option Plan
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2,108,292
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2011 Stock Option and Incentive Plan
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2,464,783
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2012 Employee Share Purchase Plan
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400,000
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On November 7, pursuant to a Transaction Agreement dated July 30, 2016 by and among the Company, Verizon Communications
Inc., a Delaware corporation (
Verizon
), and Verizon Business International Holdings B.V., a private limited company incorporated under the laws of the Netherlands and an indirect wholly-owned subsidiary of Verizon
(
Bidco
), Bidco acquired all of the issued share capital of the Company not already owned by Verizon or its subsidiaries for cash (the
Acquisition
) by means of a scheme of arrangement under Chapter 1 of Part 9 of
the Irish Companies Act of 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules 2013, as amended.
As a result of the
Acquisition, the Company has terminated all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company is filing these Post-Effective Amendments 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 this
Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. 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 has duly caused these Post-Effective Amendments to Registration Statements on Form
S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, Commonwealth of Massachusetts, on this 7th of November, 2016.
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FLEETMATICS GROUP PLC
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By:
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/s/ Stephen Lifshatz
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Name:
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Stephen Lifshatz
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Title:
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Chief Financial Officer
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No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act
of 1933, as amended.
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