As filed with the Securities and Exchange Commission on April 11, 2011
Registration No. 333-160385
333-146589
333-140836
333-127622
333-102286
333-96927
333-76054
333-47964
333-37060
333-84775
333-44389
333-33235
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-160385
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-146589
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-140836
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-127622
Post Effective Amendment No. 2 to Form S-3 on Form S-1 Registration Statement No. 333-102286
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-96927
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-76054
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-47964
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-37060
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-84775
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-44389
Post Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-33235
UNDER
THE SECURITIES ACT OF 1933
TERREMARK
WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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84-0873124
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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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One Biscayne Tower
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
(305) 856-3200
(Address, including Zip Code, and Telephone Number,
including Area Code, of Registrants Principal Executive Offices)
Adam Smith
Chief Legal Officer
2 South Biscayne Boulevard, Suite 2800
Miami, Florida 33131
(305) 856-3200
(Name, Address and Telephone Number,
including Area Code, of Agent for
Service)
Copies to:
Frederick S. Green, Esq.
Michael E. Lubowitz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
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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Smaller reporting company
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DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments), filed by Terremark Worldwide, Inc., a Delaware corporation
(the Company), remove from registration all securities registered under the following registration statements (each, a Registration Statement, and collectively, the Registration Statements) filed by the Company
with the U.S. Securities and Exchange Commission (the Commission):
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Registration Statement on Form S-3 (No. 333-160385), pertaining to the registration of 4,000,000 shares of common stock, with $0.001 par value, of the
Company (the Common Stock), which was filed with the Commission on July 1, 2009.
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Registration Statement on Form S-3 (No. 333-146589), pertaining to the registration of 3,062,931 shares of Common Stock, which was filed with the
Commission on October 10, 2007.
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Registration Statement on Form S-3 (No. 333-140836), pertaining to the registration of $100,000,000 worth of Common Stock, preferred stock, depositary
shares, debt securities, guarantees, securities warrants, stock purchase contracts and stock purchase units, which was filed with the Commission on February 22, 2007, as amended by Pre-Effective Amendment No. 1, which was filed with the
Commission on March 9, 2007.
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Registration Statement on Form S-3 (No. 333-127622), pertaining to the registration of 1,600,000 shares of Common Stock, which was filed with the
Commission on August 17, 2005.
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Registration Statement on Form S-3 (No. 333-102286), pertaining to the registration of 166,214,489 shares of Common Stock, which was filed with the
Commission on December 31, 2002, as amended by Pre-Effective Amendment No. 1, which was filed with the Commission on March 11, 2003, Pre-Effective Amendment No. 2, which was filed with the Commission on September 24, 2003,
Pre-Effective Amendment No. 3, which was filed with the Commission on December 22, 2003, Pre-Effective Amendment No. 4, which was filed with the Commission on March 17, 2004, Pre-Effective Amendment No. 5, which was filed
with the Commission on April 13, 2004, Pre-Effective Amendment No. 6, which was filed with the Commission on April 23, 2004, and Post-Effective Amendment No. 1, which was filed with the Commission on July 16, 2004.
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Registration Statement on Form S-3 (No. 333-96927), pertaining to the registration of 21,178,589 shares of Common Stock, which was filed with the
Commission on July 23, 2002, as amended by Pre-Effective Amendment No. 1, which was filed with the Commission on August 1, 2002.
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Registration Statement on Form S-3 (No. 333-76054), pertaining to the registration of 17,394,822 shares of Common Stock, which was filed with the
Commission on December 28, 2001.
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Registration Statement on Form S-3 (No. 333-47964), pertaining to the registration of 412,500 shares of Common Stock, which was filed with the
Commission on October 13, 2000, as amended by Pre-Effective Amendment No. 1, which was filed with the Commission on October 25, 2000.
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Registration Statement on Form S-3 (No. 333-37060), pertaining to the registration of 161,262,179 shares of Common Stock, which was filed with the
Commission on May 15, 2000, as amended by Pre-Effective Amendment No. 1, which was filed with the Commission on September 1, 2000.
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Registration Statement on Form S-3 (No. 333-84775), pertaining to the registration of 2,456,000 shares of Common Stock, which was filed with the
Commission on August 9, 1999.
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Registration Statement on Form S-3 (No. 333-44389), pertaining to the registration of 14,131,782 shares of Common Stock, which was filed with the
Commission on January 16, 1998.
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Registration Statement on Form S-3 (No. 333-33235), pertaining to the registration of 6,984,127 shares of Common Stock, which was filed with the
Commission on August 8, 1997, as amended by Pre-Effective Amendment No. 1, which was filed with the Commission August 21, 1997.
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On January 27, 2011, the Company entered into an Agreement and Plan of Merger, as amended on February 28, 2011 (the Merger Agreement), with Verizon Communications Inc., a Delaware
corporation (Parent), and Verizon Holdings Inc., a Delaware corporation and wholly owned subsidiary of Parent (Purchaser), providing for, among other things, the merger of Purchaser with and into the Company (the
Merger), with the Company continuing as the surviving corporation, wholly-owned by Parent. The Merger became effective at 8:00 a.m. on April 11, 2011 (the Effective Time), pursuant to a Certificate of Ownership and Merger
filed with the Secretary of State of the State of Delaware.
At the Effective Time, each share of common stock of the Company
issued and outstanding immediately prior to the Merger was cancelled and (other than shares owned by Parent or the Purchaser or shares with respect to which appraisal rights were properly exercised under Delaware law) converted into the right to
receive $19.00 per share in cash, without interest thereon and less any required withholding taxes.
As a result of the
Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. The Company hereby removes from registration all securities registered under the
Registration Statements that remain unsold as of the date of these Post-Effective Amendments.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on April 11, 2011.
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TERREMARK WORLDWIDE, INC.
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By:
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/s/ Manuel D. Medina
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Name: Manuel D. Medina
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Title: Chief Executive Officer
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Pursuant to the requirements of Securities Act of 1933, these Post-Effective Amendments to the Registration Statements on Form S-3 have
been signed by the following persons on April 11, 2011 in the capacities indicated.
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Signature
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Title
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/s/ Manuel D. Medina
Manuel D. Medina
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President and Chief Executive Officer (Principal Executive Officer)
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/s/ Jose A. Segrera
Jose A. Segrera
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Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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/s/ Lowell C. McAdam
Lowell C. McAdam
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Director
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/s/ Francis J. Shammo
Francis J. Shammo
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Director
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/s/ John W. Diercksen
John W. Diercksen
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Director
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