Registration No. 333-193777
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-193777
UNDER
THE
SECURITIES ACT OF 1933
SCIQUEST, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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56-2127592
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3020 Carrington Mill Boulevard, Suite 100
Morrisville, North Carolina 27560
(919) 659-2100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Grant W. Collingsworth
General Counsel
SciQuest, Inc.
3020
Carrington Mill Boulevard, Suite 100
Morrisville, North Carolina 27560
(919) 659-2100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Shelly M. Hirschtritt, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
Approximate date of
commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box.
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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.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, 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 smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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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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(Do not check if a smaller reporting company)
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Smaller reporting company
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment is being filed to deregister unsold securities of SciQuest, Inc., a Delaware corporation (the
Registrant), from Registration Statement No. 333-193777 (the Registration Statement), which registered 8,000,000 shares of common stock, par value $0.001 per share, that may be sold from time to time in one or more
offerings, as previously filed with the U.S. Securities and Exchange Commission (the SEC) on February 6, 2014, as amended by Amendment No. 1, as previously filed with the SEC on March 20, 2014.
Effective as of July 28, 2016 (the Effective Time), pursuant to the Agreement and Plan of Merger, dated as of May 30,
2016, by and among the Registrant, AKKR Green Parent, LLC, a Delaware limited liability company (Parent), and AKKR Green Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub), Merger
Sub merged with and into the Registrant (the Merger), with the Registrant surviving the Merger as a wholly-owned subsidiary of Parent.
As a result of the Merger, the offering under the Registration Statement has been terminated. In accordance with the undertaking made by the
Registrant to remove from registration, by means of a post-effective amendment, any securities under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all securities
registered under the Registration Statement which remained unsold as of the Effective Time, if any.
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-3
and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morrisville, State of North Carolina, on July 29, 2016.
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SCIQUEST, INC.
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By:
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/s/ Stephen J. Wiehe
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Stephen J. Wiehe
President and Chief
Executive Officer
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Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to
sign this Post-Effective Amendment.
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