Post-effective Amendment to an S-8 Filing (s-8 Pos)
12 Dezembro 2016 - 7:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on December 12, 2016
Registration No. 333-209422
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
EVERYDAY
HEALTH, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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80-0036062
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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345 Hudson Street, 16th Floor
New York, NY
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10014
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(Address of principal executive office)
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(Zip Code)
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2014 Equity incentive Plan
2014 Employee Stock Purchase Plan
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(Full title of the plans)
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Benjamin Wolin
Chief Executive Officer
345 Hudson Street, 16th Floor
New York, NY 10014
(646) 728-9500
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
David M. Clar
Harris Beach PLLC
99 Garnsey Road
Pittsford, NY 14534
(585) 419-8800
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Stephen Hicks
General Counsel and Corporate Secretary
Ziff Davis, LLC
28 East 28
th
Street
New York, New York 10016
(212) 503-3500
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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. (Check one):
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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective
Amendment”) relates to the registration statement of Everyday Health, Inc. (the “Registrant”) on Form S-8, Registration
No. 333-209422 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”)
on February 8, 2016, which registered
1,308,304
shares of the Registrant’s
common stock (the “Common Stock”) issuable under the Registrant’s 2014 Equity Incentive Plan and 327,076 shares
of Common Stock issuable under the Registrant’s 2014 Employee Stock Purchase Plan.
On October 21, 2016, the Registrant entered into an Agreement
and Plan of Merger (the “Merger Agreement”) with Ziff Davis, LLC, a Delaware limited liability company (“Parent”),
Project Echo Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Purchaser”),
and (solely with respect to Section 9.11 thereof) j2 Global, Inc., a Delaware corporation (“j2”), providing for the
acquisition of the Registrant by Parent in a two-step, all-cash transaction, consisting of a tender offer (the “Offer”),
followed by a subsequent back-end merger of the Purchaser with and into the Registrant pursuant to Section 251(h) of the General
Corporation Law of the State of Delaware (the “Merger”), with the Registrant surviving the Merger as a wholly-owned
subsidiary of Parent. On December 5, 2016, following consummation of the Offer, the Merger became effective.
In connection with the Merger, the Registrant has terminated
any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Registrant hereby terminates the
effectiveness of the Registration Statement and, in accordance with an undertaking made by the Registrant in Part II of the Registration
Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance
but remain unsold at the termination of the offering, hereby removes from registration any and all securities of the Registrant
registered but unsold under the Registration Statements as of the effective time of the Merger.
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on December 12, 2016.
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Everyday Health, Inc.
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By:
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/s/ Benjamin Wolin
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Benjamin Wolin
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Chief Executive Officer and Director
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EVERYDAY HEALTH, INC. (NYSE:EVDY)
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