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As filed with the Securities and Exchange Commission on October 11, 2018
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Registration No. 333-221383
Registration No. 333-215843
Registration No. 333-210047
Registration No. 333-196205
Registration No. 333-188223
Registration No. 333-186271
Registration No. 333-177610
Registration No. 333-168641
Registration No. 333-158819
Registration No. 333-150872
Registration No. 333-148848
Registration No. 333-135101
Registration No. 333-129406
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-221383
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-215843
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-210047
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-196205
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-188223
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-186271
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-177610
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-168641
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-158819
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-150872
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-148848
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-135101
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION
STATEMENT NO. 333-129406
UNDER
THE SECURITIES ACT OF 1933
WEB.COM GROUP, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
94- 3327894
(IRS Employer Identification No.)
12808 Gran Bay Parkway
West
Jacksonville, FL 32258
(Address, including Zip Code, of Principal
Executive Offices)
Web.com Group,
Inc. 2017 Acquisio Inducement Award Plan
Web.com Group,
Inc. 2017 DonWeb Inducement Award Plan
Web.com Group,
Inc. 2016 Inducement Award Plan
Yodle, Inc.
2007 Equity Incentive Plan
Web.com Group,
Inc. 2014 Equity Incentive Plan
Website Pros, Inc.
2008 Equity Incentive Plan
Web.com Group,
Inc. 2008 Equity Incentive Plan
Website Pros,
Inc. 2005 Equity Incentive Plan
Website Pros,
Inc. 2005 Employee Stock Purchase Plan
Web.com Group,
Inc. 2011
Inducement Award Plan
Web.com Group,
Inc.
2010 Inducement Award Plan
Web.com Group,
Inc.
2009 Inducement Award Plan
Web.com 2006
Equity Incentive Plan
Miscellaneous
Stock Option Agreements
Web.com Group,
Inc. 2005 Equity Incentive Plan
Web.com Group,
Inc. 2005 Non-Employee Directors’ Stock Option Plan
Web.com Group,
Inc. 2005 Employee Stock Purchase Plan
1999 Equity
Incentive Plan
Miscellaneous
Stock Option Agreements
Interland-Georgia
1999 Stock Plan
Interland 1995
Stock Option PlanInterland 2001 Equity Incentive Plan
Interland 2002
Equity Incentive Plan
Interland 2005
Equity Incentive Plan
(Full title of the plan)
David L. Brown
Chief Executive Officer
Web.com Group, Inc.
12808 Gran Bay Parkway West
Jacksonville, Florida 32258
(Name and address of agent for service)
(904) 680-6600
(Telephone number, including area code,
of agent for service)
Copies to:
Nancy H. Wojtas
James F. Fulton, Jr.
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to
the following Registration Statements of Web.com Group, Inc. (previously Website Pros, Inc., the “Company”) on Form S-8
(collectively, the “Registration Statements”):
1. Registration No. 333-221383,
registering 209,500 shares of Common Stock, of the Company under the Web.com Group, Inc. 2017 Acquisio Inducement Award Plan, effective
November 7, 2017, as previously filed with the SEC on November 7, 2017.
2. Registration No. 333-215843,
registering 131,382 shares of Common Stock, of the Company under the Web.com Group, Inc. 2017 DonWeb Inducement Award Plan, effective
January 31, 2017, as previously filed with the SEC on January 31, 2017.
3. Registration No. 333-210047,
registering 535,000 shares of Common Stock of the Company under the Web.com Group, Inc. 2016 Inducement Award Plan, and 1,271,829
shares of Common Stock of the Company under the Yodle, Inc. 2007 Equity Incentive Plan , effective March 9, 2016, as previously
filed with the SEC on March 9, 2016.
4. Registration No. 333-196205,
registering 5,870,000 shares of Common Stock of the Company under the Web.com Group, Inc. 2014 Equity Incentive Plan, effective
May 23, 2014, as previously filed with the SEC on May 23, 2014.
5. Registration No. 333-188223,
registering 1,940,170 shares of Common Stock of the Company under the 2005 Equity Incentive Plan, and 459,000 shares of Common
Stock of the Company under the 2005 Non-Employee Directors’ Stock Option Plan, effective April 30, 2013, as previously filed
with the SEC on April 30, 2013.
6. Registration No. 333-186271,
registering 4,000,000 shares of Common Stock of the Company under the 2008 Equity Incentive Plan, effective January 29, 2013, as
previously filed with the SEC on January 29, 2013.
7. Registration No. 333-177610,
registering 955,900 shares of Common Stock of the Company under the Web.com Group, Inc. 2011 Inducement Award Plan, effective October
31, 2011, as previously filed with the SEC on October 31, 2011.
8. Registration No. 333-168641,
registering 465,900 shares of Common Stock of the Company under the Web.com Group, Inc.
2010
Inducement Award Plan, effective August 9, 2010, as previously filed with the SEC on August 9, 2010.
9. Registration No. 333-158819,
registering 146,900 shares of Common Stock of the Company under the Web.com Group, Inc.
2009
Inducement Award Plan, effective April 27, 2009, as previously filed with the SEC on April 27, 2009.
10. Registration No. 333-150872,
registering 3,000,000 shares of Common Stock of the Company under the Website Pros, Inc. 2008 Equity Incentive Plan, effective
May 13, 2008, as previously filed with the SEC on May 13, 2008.
11. Registration No. 333-148848,
registering 274,727 shares of Common Stock of the Company under the Website Pros, Inc. 2005 Equity Incentive Plan, 151,250
shares of Common Stock of the Company under the Website Pros, Inc. 2005 Non-Employee Directors’ Stock Option Plan, 68,682
shares of Common Stock of the Company under the Website Pros, Inc. 2005 Employee Stock Purchase Plan, 19,023 shares of Common
Stock of the Company under the Interland-Georgia 1999 Stock Plan, 27,034 shares of Common Stock of the Company under the Interland
1995 Stock Option Plan, 15,476 shares of Common Stock of the Company under the Interland 2001 Equity Incentive Plan, 124,629 shares
of Common Stock of the Company under the Interland 2002 Equity Incentive Plan, 1,797,378 shares of Common Stock of the Company
under the Interland 2005 Equity Incentive Plan, and 441,018 shares of Common Stock of the Company under the Web.com 2006 Equity
Incentive Plan, effective January 25, 2008, as previously filed with the SEC on January 25, 2008.
12. Registration No. 333-135101,
registering 165,096 shares of Common Stock of the Company under the 2005 Equity Incentive Plan, 160,000 shares of Common Stock
of the Company under the 2005 Non-Employee Directors’ Stock Option Plan, and
41,274 shares of Common Stock of the Company under the 2005
Employee Stock Purchase Plan, effective June 16, 2006, as previously filed with the SEC on June 16, 2006.
13. Registration
No. 333-129406, registering 3,784,689 shares of Common Stock of the Company under the 1999 Equity Incentive Plan, 62,779 shares
of Common Stock of the Company under Miscellaneous Stock Option Agreements, 1,550,000 shares of Common Stock of the Company under
the 2005 Equity Incentive Plan, 450,000 shares of Common Stock of the Company under the 2005 Non-Employee Directors’ Stock
Option Plan, and 450,000 shares of Common Stock of the Company under the 2005 Employee Stock Purchase Plan, effective November
2, 2005, as previously filed with the SEC on November 2, 2005.
The offerings contemplated by the Registration
Statements have been terminated. In accordance with an undertaking made by the Company in Part II of each Registration
Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration
Statements that remain unsold at the termination of the offering, the Company hereby removes from registration all shares registered
under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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 these Post-Effective Amendments to the Registration
Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Jacksonville,
State of Florida, on October 11, 2018.
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Web.com Group, Inc.
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By:
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/s/ Matthew P. McClure
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Matthew P. McClure, Secretary
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