- Post-Effective Amendment to an S-8 filing (S-8 POS)
11 October 2012 - 6:23AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 10, 2012
Registration No. 333-172625
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DELTEK, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33772
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54-125625
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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2291 Wood Oak Drive, Herndon, VA
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20171
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(Address of principal executive offices)
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Zip Code
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(703) 734-8606
(Registrants telephone number, including area code)
Deltek, Inc.
Amended and Restated 2007 Stock Incentive and Award Plan
(Full title of the plan)
David R. Schwiesow
Senior Vice President, General Counsel and Secretary
Deltek, Inc.
2291 Wood Oak Drive, Herndon, VA
20171
(703) 734-8686
(Name and address of agent for service and telephone number, including area code, of agent for service)
Copies to:
Gerald T. Nowak, P.C.
Theodore A. Peto
Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, IL 60654
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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DEREGISTRATION OF SECURITIES
On March 4, 2011 Deltek, Inc. (the Registrant), filed with the Securities and Exchange Commission a registration
statement on Form S-8, Registration No. 333-172625 (the Registration Statement), for the sale of 2,064,083 shares of the Registrants common stock, $0.001 per share (the Common Stock), under the Deltek, Inc. Deltek,
Inc. Amended and Restated 2007 Stock Incentive and Award Plan (the Amended and Restated 2007 Plan).
The
Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all securities that were previously registered and remain unsold or otherwise unissued under the Amended and Restated 2007 Plan, and for which
the Registration Statement had remained in effect.
On October 10, 2012, pursuant to an Agreement and Plan of Merger,
dated as of August 26, 2012 (the Merger Agreement), by and among the Registrant, Project Diamond Holdings Corporation (Parent) and Project Diamond Merger Corp. (Merger Sub), Merger Sub merged with and into
the Registrant with the Registrant continuing as the surviving corporation (the Merger). As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements under the
Securities Act of 1933, as amended, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities
registered for issuance under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all such securities registered but unsold under the Registration Statement as of the date
of this Post-Effective Amendment No. 1 and terminates the effectiveness of the Registration Statement.
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 this
Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the County of
Fairfax, Commonwealth of Virginia, on October 10, 2012.
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DELTEK, INC.
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By:
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/s/ David R. Schwiesow
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Name:
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David R. Schwiesow
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Title:
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Senior Vice President, General Counsel
and Secretary
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Note: 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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