- Post-Effective Amendment to an S-8 filing (S-8 POS)
18 May 2012 - 8:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 18, 2012
Registration No. 333-163236
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1
to
Form S-8
Registration Statement No. 333-163236
UNDER
THE SECURITIES ACT OF 1933
ARCHIPELAGO LEARNING, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-0767387
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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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3232 McKinney Avenue, Suite 400
Dallas, Texas
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75204
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(Address of Principal Executive Offices)
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(Zip Code)
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Archipelago Learning, Inc. 2009 Omnibus Incentive Plan
Archipelago Learning, Inc. 2009 Employee Stock Purchase Plan
(Full Title
of the Plan)
Vincent Riera
President and Chief Executive Officer
3232 McKinney Avenue, Suite 400
Dallas, Texas 75204
(Name and Address of Agent For Service)
(800) 419-3191
(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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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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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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (the Post-Effective Amendment), filed by Archipelago Learning, Inc., a Delaware corporation (the Company), relates to the Companys
Registration Statement on Form S-8 (File No. 333-163236) (the Registration Statement) as filed by the Company with the Securities and Exchange Commission (the SEC) on November 19, 2009, pertaining to the
registration of 2,198,172 shares of common stock of the Company, par value $0.001 per share (the Common Stock), pursuant to the Companys 2009 Omnibus Incentive Plan and 500,000 shares of Common Stock pursuant to the Companys
2009 Employee Stock Purchase Plan.
Effective as of May 17, 2012, pursuant to the Agreement and Plan of Merger (the Merger
Agreement), dated as of March 3, 2012, by and among the Company, Plato Learning, Inc., a Delaware corporation (Parent), and Project Cayman Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent
(Merger Sub), Merger Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to existing registration statements including the Registration Statement. Accordingly, the Company
hereby terminates the effectiveness of the Registration Statement and (in accordance with the undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any
securities that had been registered for issuance but remain unsold at the termination of the offering) removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the effective time of
this Post-Effective Amendment.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does
not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on March 5, 2012.
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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-8 and has duly
caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bloomington, Minnesota, on this 18th day of May, 2012.
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ARCHIPELAGO LEARNING, INC.
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By:
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/s/ Robert Rueckl
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Robert Rueckl
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Vice President and Chief Financial Officer
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(Duly Authorized Officer)
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the
Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Vincent Riera
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President, Chief Executive Officer and Director
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May 18, 2012
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Vincent Riera
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(Principal Executive Officer)
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/s/ Robert Rueckl
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Vice President, Chief Financial Officer and Director
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May 18, 2012
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Robert Rueckl
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(Principal Financial and Accounting Officer)
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/s/ S. Scott Crabill
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Director
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May 18, 2012
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S. Scott Crabill
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/s/ Holden Spaht
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Director
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May 18, 2012
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Holden Spaht
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/s/ Marcel Bernard
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Director
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May 18, 2012
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Marcel Bernard
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/s/ A.J. Rohde
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Director
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May 18, 2012
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A.J. Rohde
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