Termination of Registration of a Class of Security Under Section 12(b) (15-12b)
December 30 2015 - 3:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15
CERTIFICATION
AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO
FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission
File Number: 001-32300
SmartPros
Ltd.
(Exact
name of registrant as specified in its charter)
c/o
Kaplan, Inc.
750
Third Avenue
New
York, NY 10017
(212)974-2750
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common
stock, par value $.0001 per share
(Title
of each class of securities covered by this Form)
None
(Titles
of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file
reports:
Rule
12g-4(a)(1) |
[X] |
|
|
Rule
12g-4(a)(2) |
[ ] |
|
|
Rule
12h-3(b)(1)(i) |
[X] |
|
|
Rule
12h-3(b)(1)(ii) |
[ ] |
|
|
Rule
15d-6 |
[ ] |
Approximate
number of holders of record as of the certification or notice date: 1*
On
December 22, 2015, pursuant to the Agreement and Plan of Merger dated October 21, 2015 (the “Merger Agreement”), by
and among SmartPros Ltd. (the “Company”), DF Institute, LLC (“Parent”), and SPL Merger Corp. (“Merger
Sub”), the Company completed its merger (the “Merger”) with Merger Sub, a wholly owned subsidiary of Parent,
whereby Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger, and
as a result, Parent became the sole stockholder of the Company. The Merger became effective on December 22, 2015.
Pursuant
to the requirements of the Securities Exchange Act of 1934 SmartPros Ltd. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.
Date: December 29, 2015 |
By: |
/s/
Chris Neumann |
|
Name: |
Chris Neumann |
|
Title: |
Assistant Secretary |
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