Post-effective Amendment to an S-8 Filing (s-8 Pos)
05 December 2012 - 1:30AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 4, 2012
Registration No. 333-136486
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION NO. 333-136486
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kenexa
Corporation
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-3024013
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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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650 East Swedesford Road
Wayne, Pennsylvania
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19087
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(Address of Principal Executive Offices)
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(Zip Code)
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Kenexa Corporation 2006 Employee Stock Purchase Plan
(Full Title of the Plan)
Nooruddin S. Karsan
Chairman of the Board and Chief Executive Officer
650 East Swedesford Road
Wayne, Pennsylvania 19087
(Name and address of agent for service)
(610) 971-9171
(Telephone number, including area code, of agent for service)
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 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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¨
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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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¨
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-136486) of Kenexa
Corporation (the
Company
) filed with the Securities and Exchange Commission on August 10, 2006 (the
Registration Statement
). The Registration Statement registered 500,000 shares of the
Companys common stock, par value $0.01 (
Common Stock
), issuable under the Companys 2006 Employee Stock Purchase Plan (the
Plan
).
On December 3, 2012, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 25, 2012, by and among the Company,
International Business Machines Corporation (
Parent
), and Jasmine Acquisition Corp., a wholly-owned subsidiary of Parent (
Merger Sub
), Merger Sub merged with and into the Company (the
Merger
), with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent.
In connection with the Merger, the Company has terminated the Plan and no additional Common Stock will be issued thereunder. In accordance with an undertaking made by the Company to remove from
registration, by means of a post-effective amendment, any shares of Common Stock which remain unsold at the termination of the offering under the Plan, the Company hereby removes from registration all shares of Common Stock under the Registration
Statement that remained unsold as of this Post-Effective Amendment No. 1.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Kenexa Corporation 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 Registration Statement No. 333-136486 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Wayne, Commonwealth of Pennsylvania, on the 4th day of
December, 2012.
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KENEXA CORPORATION
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By:
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/s/ Nooruddin S. Karsan
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Nooruddin S. Karsan
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Chairman of the Board and Chief
Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to Registration Statement No. 333-136486 has been signed by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Nooruddin S. Karsan
Nooruddin S. Karsan
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Chief Executive Officer and Director
(Principal Executive Officer)
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December 4, 2012
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/s/ Donald F. Volk
Donald F. Volk
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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December 4, 2012
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