RCNI Rcn (MM)

As filed with the Securities and Exchange Commission on August 26, 2010

Registration No. 333-128541

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RCN CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		22-3498533
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)
196 Van Buren Street
Herndon, VA		20170
(Address of principal executive offices)		(Zip code)

RCN CORPORATION 2005 STOCK COMPENSATION PLAN
(Full title of the plan)

Paul Eskildsen
General Counsel
RCN Corporation
196 Van Buren Street
Herndon, VA 20170
(Name and address of agent for service)

(703) 434-8200
(Telephone number, including area code, of agent for service)

With copies to :
Eugene W. McDermott, Jr., Esq.
Edwards Angell Palmer & Dodge LLP
2800 Financial Plaza
Providence, RI 02903
(401) 274-9200

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:

Large accelerated filer o		Accelerated filer þ		Non accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

 

 

DEREGISTRATION OF UNSOLD SECURITIES

On September 23, 2005, RCN Corporation (“Registrant”) filed a Registration Statement on Form S-8 (Registration No. 333-128541) (the “Registration Statement”) with the U.S. Securities and Exchange Commission with respect to a total of 4,636,619 shares of Registrant’s common stock, par value $0.01 per share (“Common Stock”), issuable under the RCN Corporation 2005 Stock Compensation Plan.

On August 26, 2010 (the “Effective Time”), pursuant to an Agreement and Plan of Merger dated as of March 5, 2010, as amended, by and among Registrant, Yankee Cable Acquisition, LLC, a Delaware limited liability company (“Cable Buyer”), Yankee Metro Parent, Inc., a Delaware corporation (“Metro Parent”), and Yankee Metro Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into Registrant (the “Merger”), with Registrant being the surviving entity and becoming a direct, wholly-owned subsidiary of Metro Parent. At the Effective Time, each outstanding share of Common Stock (other than shares held by Cable Buyer, Metro Parent, Merger Sub, Registrant or any of its subsidiaries) was converted into the right to receive $15.00 in cash, without interest and less any applicable withholding taxes. Registrant intends to file a certification and notice of termination on Form 15 with respect to the Common Stock.

As a result of the Merger, Registrant has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any shares of Common Stock that remain unsold at the termination of the offering, Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares of Common Stock registered under the Registration Statement that remained unsold as of the Effective Time.

This Post-Effective Amendment No. 1 to the Registration Statement shall become effective automatically upon the date of filing in accordance with Rules 456 and 464 under the Securities Act of 1933, as amended.

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 this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on August 26, 2010.

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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