Post-effective Amendment to Registration Statement (pos Am)
February 24 2023 - 04:07PM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on February
24, 2023 |
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No. 333-
248478
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549
___________________ |
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM
S-3
UNDER
THE SECURITIES ACT OF 1933 ___________________
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AVAYA HOLDINGS CORP.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation
or organization)
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26-1119726
(I.R.S.
Employer Identification No.)
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350 Mt. Kemble Avenue
Morristown, New Jersey 07960
(908) 953-6000
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
___________________
Vito Carnevale
Senior Vice President and General Counsel
Avaya Holdings Corp.
350 Mt. Kemble Avenue Morristown, New Jersey 07960
(908) 953-6000
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(Name, address, including zip code, and telephone number, including
area code, of agent for service)
___________________
Copies to:
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Joshua N. Korff, P.C.
Michael Kim, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
United States
(212) 446-4800
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Approximate date of commencement of proposed sale to the
public:
Not applicable.
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If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box:
☐
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If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box:
☐
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If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering.
☐
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
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If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box.
☒
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If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box.
☐
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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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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☐ Emerging
growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act.
☐
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”)
relates to the Registration Statement on Form S-3 (File
No. 333-248478) (the “Registration
Statement”)
filed by Avaya Holdings Corp. (the “Company”)
with the U.S. Securities and Exchange Commission (the
“Commission”)
on August 28, 2020, registering up to 22,123,022 shares of the
Company’s common stock par value, $0.01 per share.
As previously disclosed on February 14, 2023, the Company and
certain of its direct and indirect subsidiaries commenced voluntary
cases (the “Chapter
11 Cases”)
under chapter 11 of title 11 of the United States Code in the
United States Bankruptcy Court for the Southern District of
Texas.
As a result of the Chapter 11 Cases, the Company has terminated any
and all offerings and sales of securities pursuant to the
Registration Statement. 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 of the
securities of the Company that had been registered under the
Registration Statement which remain unsold at the termination of
such offering, the Company hereby removes from registration by
means of this Post-Effective Amendment any and all such securities
registered but unsold under the Registration Statement. The
Registration Statement is hereby amended, as appropriate, to
reflect the deregistration of such securities and the Company
hereby terminates the effectiveness of the Registration
Statement.
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 of the requirements for filing on Form S-3 and has
duly caused this Post-Effective Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on February 24, 2023.
AVAYA HOLDINGS CORP.
By:
/s/ Shefali Shah
Name:
Shefali Shah
Title: Executive Vice President and Chief Administrative
Officer
Pursuant to Rule 478 under the Securities Act of 1933, as amended,
no other person is required to sign this Post-Effective
Amendment.
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