Post-effective Amendment to an S-8 Filing (s-8 Pos)
02 September 2022 - 7:20AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 1, 2022
Registration No. 333-197325
Registration No. 333-212910
Registration No. 333-226519
Registration No. 333-226520
Registration No. 333-254153
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-197325
Form S-8 Registration Statement No. 333-212910
Form S-8 Registration Statement No. 333-226519
Form S-8 Registration Statement No. 333-226520
Form S-8 Registration Statement No. 333-254153
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AUTOWEB, INC.
(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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33-0711569
(I.R.S. Employer Identification No.)
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400 North Ashley Drive, Suite 300
Tampa, Florida 33602-4314
(Address of Principal Executive Offices, including Zip Code)
Autobytel Inc. 2014 Equity Incentive Plan
Autobytel Inc. Amended and Restated 2014 Equity Incentive Plan
AutoWeb, Inc. 2018 Equity Incentive Plan
Inducement Stock Option Award Agreements
(Full title of the plans)
Glenn E. Fuller
Executive Vice President, Chief Legal Officer and Secretary
AutoWeb, Inc.
400 North Ashley Drive, Suite 300
Tampa, Florida 33602
(949) 225-4500
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 (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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Emerging growth company
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☐
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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 (the “Post-Effective Amendment”), relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by AutoWeb, Inc. (the “Registrant”):
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Registration Statement No. 333-197325 filed with the Securities and Exchange Commission (the “SEC”) on July 9, 2014, registering 1,500,000 shares of the Registrant’s common stock issuable under the Autobytel Inc. 2014 Equity Incentive Plan;
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●
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Registration Statement No. 333-212910 filed with the SEC on August 4, 2016, registering 2,000,000 shares of the Registrant’s common stock issuable under the Autobytel Inc. Amended and Restated 2014 Equity Incentive Plan;
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●
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Registration Statement No. 333-226519 filed with the SEC on August 2, 2018, registering 2,750,000 shares of the Registrant’s common stock issuable under the AutoWeb, Inc. 2018 Equity Incentive Plan;
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●
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Registration Statement No. 333-226520 filed with the SEC on August 2, 2018, registering 1,000,000 shares of the Registrant’s common stock issuable under the Inducement Stock Option Award Agreement; and
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Registration Statement No. 333-254153 filed with the SEC on March 11, 2021, registering 411,667 shares of the Registrant’s common stock issuable under the Inducement Stock Option Award Agreements.
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On August 31, 2022, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 24, 2022, by and among the Registrant, Unity AC 1, LLC, a Delaware limited liability company (“Parent”), and Unity AC 2, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Registrant with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Registrant has terminated all offerings and sales pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the shares of the Registrant’s common stock registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the shares of the Registrant’s common stock registered but remaining unsold under the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tampa, State of Florida, on September 1, 2022.
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AUTOWEB, INC.
By: /s/ Glenn E. Fuller
Glenn E. Fuller
Executive Vice President, Chief Legal Officer and Secretary
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Note: No other person is required to sign this post-effective amendment to the Registration Statement on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.
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