Post-effective Amendment to Registration Statement (pos Am)
September 21 2016 - 4:34PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 21, 2016
Registration
No. 333-205399
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST
EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENTS
UNDER THE
SECURITIES ACT OF 1933
IMPRIVATA,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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04-3560178
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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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10 Maguire Road
Lexington, MA
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02421
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(Address of Principal Executive Offices)
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(Zip Code)
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John Milton, Esq.
Vice President, General Counsel
Imprivata, Inc.
10 Maguire Road
Lexington, Massachusetts 02421
(781) 674-2700
(Name and
address, including zip code, and telephone number, including area code, of 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.
Large accelerator
filer
¨
Accelerated filer
x
Non-accelerated
filer
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(Do not check if a smaller reporting company) Smaller reporting company
¨
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-205399) (the Registration Statement)
of Imprivata, Inc., a Delaware corporation (the Registrant), which was previously filed with the Securities and Exchange Commission (the SEC) on July 1, 2015, is filed to deregister all of the remaining unsold securities of
the Registrant covered by the Registration Statement as of the date hereof.
On September 16, 2016, pursuant to an Agreement and Plan of
Merger, dated as of July 13, 2016, by and among the Registrant, Imprivata Intermediate Holdings, Inc., a Delaware corporation (formerly Project Brady Holdings, LLC, a Delaware limited liability company) (Parent) and Project Brady Merger
Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Registrant, with the Registrant surviving as a direct wholly-owned subsidiary of Parent (the Merger).
As a result of the Merger, the offering of securities of the Registrant pursuant to the Registration Statement has been terminated.
Pursuant to the Registrants undertaking in Part II, Item 17 in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove and withdraw from registration all unsold
securities registered under the Registration Statement as of the filing date of this Post-Effective Amendment No. 1.
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 S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Lexington, Commonwealth of
Massachusetts, on this 21st of September, 2016.
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IMPRIVATA, INC.
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By:
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/s/ Jeff Kalowski
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Name: Jeff Kalowski
Title: Chief Financial
Officer, Principal Financial Officer and Duly Authorized Signatory
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No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under
the Securities Act of 1933, as amended.
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