Getty Images Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
July 02 2008 - 2:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
GETTY IMAGES, INC.
(Exact Name of registrant as specified in its charter)
|
|
|
DELAWARE
|
|
98-0177556
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
601 North 34th Street
Seattle, Washington 98103
(206) 925-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
GETTY IMAGES, INC. 1998 STOCK INCENTIVE PLAN, AS AMENDED
(Full title of the plan)
John Lapham
Senior Vice President and General Counsel
Getty Images, Inc.
601 North 34th Street
Seattle,
Washington 98103
(206) 925-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Craig W. Adas, Esq.
Weil, Gotshal & Manges LLP
201 Redwood Shores Pkwy
Redwood Shores, CA 94065
(650)
802-3000
RECENT EVENTS: DEREGISTRATION OF SHARES
The Registration Statement on Form S8 (Registration No. 333-44098) (the Registration Statement) of Getty Images, Inc., a Delaware
Corporation (Getty Images), pertaining to the registration of 3,000,000 shares of common stock, par value $0.01 per share (Common Stock), of Getty Images, to which this PostEffective Amendment No. 1 relates, was
originally filed with the Securities and Exchange Commission on August 18, 2000.
Getty Images, Abe Investment, L.P., a Delaware
limited partnership (Parent), and Abe Acquisition Corp, a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) on
February 24, 2008. On June 20, 2008, at a special meeting of the stockholders of Getty Images, the stockholders of Getty Images voted to adopt the Merger Agreement, as contemplated by the Merger Agreement.
On July 2, 2008 (the Effective Time), Getty Images filed a Certificate of Merger with the Secretary of State of the State of Delaware,
pursuant to which Merger Sub was merged with and into Getty Images, with Getty Images continuing as the surviving corporation (the Merger). At the Effective Time, each outstanding share of Common Stock (other than shares held by Parent
or any of its subsidiaries, including shares contributed to Parent immediately prior to the completion of the Merger by certain stockholders of Getty Images) was automatically converted into the right to receive $34.00 in cash, without interest.
As a result of the Merger, Getty Images has terminated all offerings of Common Stock pursuant to its existing registration statements,
including the Registration Statement. In accordance with an undertaking made by Getty Images in the Registration Statement to remove from registration, by means of a posteffective amendment, any shares of Common Stock which remain unsold at
the termination of the offering, Getty Images hereby removes from registration all shares of Common Stock registered under the Registration Statement which remained unsold as of the Effective Time.
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 on Form S8 and has duly caused this PostEffective
Amendment No. 1 to the Registration Statement on Form S8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 2, 2008.
|
|
|
GETTY IMAGES, INC.
|
|
|
By:
|
|
/s/ JOHN LAPHAM
|
|
|
John Lapham
|
|
|
Senior Vice President and General Counsel
|
Getty Images (NYSE:GYI)
Historical Stock Chart
From Nov 2024 to Dec 2024
Getty Images (NYSE:GYI)
Historical Stock Chart
From Dec 2023 to Dec 2024