- Post-Effective Amendment to Registration Statement (POS AM)
11 October 2012 - 6:24AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 10, 2012
Registration No. 333-158388
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM S-3
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)
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
Approximate date of commencement of proposed sale to the public:
This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box:
¨
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:
¨
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act of 1933, 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, or a small
reporting company.
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Large accelerated filer
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller Reporting Company
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DEREGISTRATION OF SECURITIES
On April 3, 2009 Deltek, Inc. (the Registrant), filed with the Securities and Exchange Commission a registration statement on Form S-3, Registration No. 333- 158388 and filed
amendments on Form S-3/A on each of April 30, 2009 and May 6, 2009 (collectively the Registration Statement), for the issuance of 20,000,000 shares of the Registrants common stock, par value $0.001 per share (Common
Stock) and non-transferrable subscription rights to purchase up to 20,000,000 shares of Common Stock. The Registration Statement also covered any additional shares of Common Stock that may have become issuable due to adjustments for changes
resulting from stock dividends, stock splits, recapitalizations, mergers, reorganizations, combinations or exchanges or other similar events.
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 (the Securities Act), 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 pursuant to Rule 478 under the Securities Act, 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:
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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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