- Post-Effective Amendment to an S-8 filing (S-8 POS)
17 July 2012 - 7:17AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 16, 2012
File No. 333-34540
File No. 333-103248
File No. 333-127113
File No. 333-136570
File No. 333-153213
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-34540
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-103248
POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-127113
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-136570
POST-EFFECTIVE AMENDMENT
NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-153213
UNDER
THE SECURITIES ACT OF 1933
KNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
52-2424258
(I.R.S. Employer Identification No.)
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1241 O.G. Skinner Drive
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West Point, GA 31833
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31833
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(Address of Principal Executive Offices)
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(Zip Code)
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Knology, Inc. 1995 Stock Option Plan
Knology, Inc. 1999 Long-Term Incentive Plan
Knology, Inc. 2002 Long-Term
Incentive Plan
Knology, Inc. Amended and Restated 2002 Long-Term Incentive Plan
Knology, Inc. 2006 Incentive Plan
Knology, Inc. 2008 Incentive Plan
(Full titles of the plans)
Chad S. Wachter
Vice President, General Counsel and Secretary
KNOLOGY, INC.
1241 O.G. Skinner Drive
West Point, Georgia 31833
(706) 645-8553
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Lesley H. Solomon, Esq.
Alston & Bird LLP
One Atlantic Center
1201 West Peachtree Street, NW
Atlanta, Georgia 30309-3424
(404) 881-7000
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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¨
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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
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (the Registration
Statements), filed by Knology, Inc., a Delaware corporation (the Company) with the Securities and Exchange Commission:
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Registration No. 333-34540 filed on Form S-8 on April 11, 2000, which registered the offering of 14,648,868 shares of the Companys
common stock, par value $0.01 (Common Stock);
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Registration No. 333-103248 filed on Form S-8 on February 14, 2003, which registered the offering of 20,000,000 shares of Common Stock;
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Registration No. 333-127113 filed on Form S-8 on August 2, 2005, which registered the offering of 1,000,000 shares of Common Stock;
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Registration No. 333-136570 filed on Form S-8 on August 11, 2006, which registered the offering of 2,000,000 shares of Common Stock; and
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Registration No. 333-153213 filed on Form S-8 on August 27, 2008, which registered the offering of 3,750,000 shares of Common Stock.
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On April 18, 2012, the Company entered into an Agreement and Plan of Merger with WideOpenWest Finance,
LLC (WOW) and Kingston Merger Sub, Inc., a wholly-owned subsidiary of WOW (Merger Sub), pursuant to which the Merger Sub will be merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of WOW
(the Merger).
In connection with the Merger, the offerings pursuant to the Registration Statements have been
terminated. The Registrant hereby removes from registration any of the securities registered under the Registration Statements that remain unsold under the above listed Registration Statements as of the filing date of these Post-Effective
Amendments.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of West Point, state of Georgia, on this 16
th
day of July, 2012.
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KNOLOGY, INC.
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By:
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/s/ Rodger L. Johnson
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Rodger L. Johnson
Chairman of the Board and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective
Amendments to the Registration Statements have 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/ Rodger L.
Johnson
Rodger L. Johnson
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Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
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July 16, 2012
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/s/ Robert K. Mills
Robert K. Mills
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Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
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July 16, 2012
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Alan A. Burgess
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Director
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*
Donald W. Burton
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Director
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July 16, 2012
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O. Gene Gabbard
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Director
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*
Campbell B. Lanier, III
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Director
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July 16, 2012
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*
William H. Scott III
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Director
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July 16, 2012
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*By:
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/s/ Chad S. Wachter
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Chad S. Wachter
Attorney-in-fact
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