- Post-Effective Amendment to an S-8 filing (S-8 POS)
October 04 2010 - 5:11PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 4, 2010
Registration No. 333-149596
Registration No. 333-91274
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form
S-8
Registration Statement No. 333-149596
POST-EFFECTIVE AMENDMENT NO. 1
TO
Form
S-8
Registration Statement No. 333-91274
UNDER
THE SECURITIES ACT OF 1933
Hewitt
Associates, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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47- 0851756
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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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100 Half Day Road
Lincolnshire, Illinois
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60069
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended and
Restated Global Stock and Incentive Compensation Plan
Global Stock and Incentive Compensation Plan
(Full title of the plans)
Jennifer L.
Kraft
Vice President and Secretary
Aon Hewitt LLC
c/o Aon Corporation
Aon Center
200 East Randolph Street
Chicago, Illinois 60601
(312) 381-1000
(Name, address, including zip code, and telephone number, including area code, of registrants agent for service)
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. (Check one):
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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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¨
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RECENT EVENTS: DEREGISTRATION
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the
Registration
Statements
) of Hewitt Associates, Inc. (
Hewitt
):
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Registration Statement on Form S-8 (File No. 333-149596), filed by Hewitt with the Securities and Exchange Commission (the
SEC
)
on March 7, 2008, relating to 7,000,000 shares of Class A Common Stock, par value $0.01 per share, of Hewitt (
Hewitt Common Stock
) for issuance under the Hewitt Associates, Inc. Amended and Restated Global Stock and
Incentive Compensation Plan.
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Registration Statement on Form S-8 (File No. 333-91274), filed by Hewitt with the SEC on June 26, 2002, relating to 25,000,000 shares of
Hewitt Common Stock for issuance under the Hewitt Associates, Inc. Global Stock and Incentive Compensation Plan.
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Effective as of October 1, 2010, pursuant to an Agreement and Plan of Merger, dated as of July 11, 2010, among Aon Corporation,
a Delaware corporation (
Parent
), Alps Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (
Merger Sub
), Alps Merger LLC, a Delaware limited liability company and a wholly owned
subsidiary of Parent (
Merger LLC
), and Hewitt, (i) Merger Sub merged with and into Hewitt, with Hewitt surviving as a wholly owned subsidiary of Aon (the
Merger
), and (ii) immediately following the
completion of the Merger, Hewitt as the surviving corporation from the Merger merged with and into Merger LLC (the
Subsequent Merger
and, together with the Merger, the
Transaction
), with Merger LLC surviving the
Subsequent Merger and continuing as a wholly owned subsidiary of Aon under the name of Aon Hewitt LLC (the
Company
).
As a result of the Transaction, the Company, as a successor by merger to Hewitt, has terminated all offerings of Hewitt Common Stock
pursuant to existing registration statements, including the Registration Statements. In accordance with undertakings made by Hewitt in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of
Hewitt Common Stock that remain unsold at the termination of the offering, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statements and hereby removes from registration all shares of Hewitt Common Stock
registered under each of the Registration Statements that remain unsold as of the effective date of the Transaction.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Company 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 registration amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on October 4, 2010.
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Aon Hewitt LLC
successor by merger to Hewitt Associates, Inc.
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By:
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/s/ Jennifer L. Kraft
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Name:
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Jennifer L. Kraft
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Title:
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Vice President and Secretary
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