Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 03 2016 - 4:55PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 3, 2016
Registration No. 333-198094
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
RACKSPACE
HOSTING, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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74-3016523
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1 Fanatical Place
City of Windcrest
San
Antonio, Texas 78218
(210) 312-4000
(Address, including zip code and telephone number, of principal executive offices)
AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN
INDUCEMENT EQUITY INCENTIVE PLAN
(Full title of the plan)
William Alberts
Rackspace Hosting, Inc.
1 Fanatical Place
City
of Windcrest
San Antonio, Texas 78218
(Name and address of agent for service)
(210) 312-4000
(Telephone
number, including area code, of agent for service)
Copy to:
Brian M. Janson
Paul,
Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3588
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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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller Reporting Company ☐
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(Do not Check if a smaller reporting company)
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment No. 1 (this
Post-Effective Amendment
) relates to the Registration Statement of Rackspace Hosting, Inc. (the
Company
) on Form S-8 (Registration No. 333-198094), filed with
the Securities and Exchange Commission (the
SEC
) on August 12, 2014 (the
Registration Statement
), which registered the offering of 11,400,000 shares of common stock, par value $0.001 per share
(
Common Stock
), pursuant to the terms of the Companys Amended and Restated 2007 Long-Term Equity Incentive Plan (the
2007 Plan
) and 800,000 shares of Common Stock pursuant to the terms of the
Companys Inducement Equity Incentive Plan (the
Incentive Plan
and, together with the 2007 Plan, the
Plans
).
On November 3, 2016, pursuant to the Agreement and Plan of Merger, dated as of August 26, 2016 (the
Merger Agreement
), by and
among the Company, Inception Merger Sub, Inc., a Delaware corporation (
Merger Sub
), and Inception Parent, Inc., a Delaware corporation (
Holdings
), Merger Sub merged with and into the Company with the Company
surviving as a wholly owned subsidiary of Holdings (the
Merger
). As a result of the Merger, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration
Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the
Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities
of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof, if any.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the
requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 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 San Antonio, State of Texas, on this 3
rd
day of November, 2016.
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RACKSPACE HOSTING, INC.
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By:
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/s/ William Alberts
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Name:
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William Alberts
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Title:
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Senior Vice President, General Counsel Americas and Secretary
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No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance
upon Rule 478 under the Securities Act of 1933, as amended.
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