Getty Images Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)
03 July 2008 - 4:10AM
Edgar (US Regulatory)
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
GETTY IMAGES, INC.
(Exact Name of registrant as specified in its charter)
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DELAWARE
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98-0177556
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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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601 North 34th Street
Seattle, Washington 98103
(206) 925-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
THE GETTY IMAGES, INC. 1998 STOCK INCENTIVE PLAN
THE GETTY COMMUNICATIONS PLC EXECUTIVE SHARE OPTION PLAN
THE PHOTODISC, INC. 1994 COMBINED
INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN
(Full title of the plan)
John Lapham
Senior Vice President and General Counsel
Getty Images, Inc.
601 North 34th
Street
Seattle, Washington 98103
(206) 925-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
Craig W. Adas, Esq.
Weil, Gotshal & Manges LLP
201 Redwood Shores Pkwy
Redwood
Shores, CA 94065
(650) 802-3000
RECENT EVENTS: DEREGISTRATION OF SHARES
The Registration Statement on Form S8 (Registration No. 333-46325) (the Registration Statement) of Getty Images, Inc., a Delaware
Corporation (Getty Images), pertaining to the registration of 14,062,742 shares of common stock, par value $0.01 per share (Common Stock) (as such amounts may have increased pursuant to the conversion rate adjustments
described in the Registration Statement), of Getty Images, to which this PostEffective Amendment No. 1 relates, was originally filed with the Securities and Exchange Commission on February 13, 1998.
Getty Images, Abe Investment, L.P., a Delaware limited partnership (Parent), and Abe Acquisition Corp, a Delaware corporation and a wholly
owned subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) on February 24, 2008. On June 20, 2008, at a special meeting of the stockholders of Getty Images, the
stockholders of Getty Images voted to adopt the Merger Agreement, as contemplated by the Merger Agreement.
On July 2, 2008 (the
Effective Time), Getty Images filed a Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to which Merger Sub was merged with and into Getty Images, with Getty Images continuing as the surviving
corporation (the Merger). At the Effective Time, each outstanding share of Common Stock (other than shares held by Parent or any of its subsidiaries, including shares contributed to Parent immediately prior to the completion of the
Merger by certain stockholders of Getty Images) was automatically converted into the right to receive $34.00 in cash, without interest.
As
a result of the Merger, Getty Images has terminated all offerings of Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Getty Images in the Registration
Statement to remove from registration, by means of a posteffective amendment, any shares of Common Stock which remain unsold at the termination of the offering, Getty Images hereby removes from registration all shares of Common Stock
registered under the Registration Statement which remained unsold as of the Effective Time.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S8 and has duly caused this PostEffective
Amendment No. 1 to the Registration Statement on Form S8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 2, 2008.
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GETTY IMAGES, INC.
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By:
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/s/ JOHN LAPHAM
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John Lapham
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Senior Vice President and General Counsel
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