- Post-Effective Amendment to an S-8 filing (S-8 POS)
29 Agosto 2011 - 7:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SMART MODULAR
TECHNOLOGIES
(WWH), INC.
(Exact Name of registrant as specified in its charter)
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Cayman Islands
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20-2509518
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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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39870 Eureka Drive
Newark, CA 94560
(510) 623-1231
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
SMART Modular Technologies (WWH), Inc. Amended and Restated Stock Incentive Plan
(Full title of the plans)
Iain MacKenzie
Chief Executive Officer
SMART Modular Technologies (WWH), Inc.
39870 Eureka Drive
Newark, CA 94560
(510) 624-8134
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With copies
to:
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Bruce M. Goldberg, Esq.
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Peter S. Malloy, Esq.
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Vice President, Chief Legal Officer
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Simpson Thacher & Bartlett LLP
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SMART Modular Technologies (WWH), Inc.
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2550 Hanover Street
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39870 Eureka Drive
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Palo Alto, CA 94304
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Newark, CA 94560
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(650) 251-5040
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(510) 624-8159
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RECENT EVENTS: DEREGISTRATION OF SHARES
The Registration Statement on Form S8 (the Registration Statement) of SMART Modular Technologies (WWH), Inc., a Cayman
Islands exempted company (SMART), pertaining to the registration of 5,444,201 ordinary shares of SMART, par value $0.00016667 per share (Common Stock) (as such amounts may have increased pursuant to the conversion rate
adjustments described in the Registration Statements) to which this PostEffective Amendment No. 2 relates, was originally filed with the Securities and Exchange Commission on December 22, 2008 (Registration No. 333-156378).
SMART, Saleen Holdings, Inc., a Cayman Islands exempted company (Parent), and Saleen Acquisition, Inc., a Cayman
Islands exempted company and a wholly owned subsidiary of Parent (Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) on April 26, 2011. On August 12, 2011, at a special meeting of the
shareholders of SMART, the shareholders of SMART approved as a special resolution the authorization, approval and adoption of the Merger Agreement and such other actions as may be necessary to effectuate the transactions contemplated thereby,
including the Merger.
On August 26, 2011 (the Effective Time), SMART filed a Plan of Merger with the
Registrar of Companies of the Cayman Islands, pursuant to which Merger Sub was merged with and into SMART, pursuant to a plan of merger and the separate corporate existence of Merger Sub thereupon ceased with SMART surviving the merger as a
wholly-owned subsidiary of Parent (the Merger). At the Effective Time, each outstanding share of Common Stock (other than shares owned by SMART as treasury shares, by Parent or Merger Sub, or by any subsidiary of SMART) was automatically
converted into the right to receive $9.25 in cash, without interest.
As a result of the Merger, SMART has terminated all
offerings of Common Stock pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by SMART in the Registration Statements to remove from registration, by means of a
posteffective amendment, any shares of Common Stock which remain unsold at the termination of the offering, SMART hereby removes from registration all shares of Common Stock registered under the Registration Statements 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. 2 to the Registration Statement on Form S8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of California, on August 26, 2011.
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SMART MODULAR TECHNOLOGIES
(WWH), INC.
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By:
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/s/ BRUCE M. GOLDBERG
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Bruce M. Goldberg
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Vice President, Chief Legal and Chief
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Compliance Officer and Corporate
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Secretary
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to
the Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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S
/ IAIN MACKENZIE
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Principal Executive Officer
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August 26, 2011
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Iain MacKenzie
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/ BARRY ZWARENSTEIN
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Principal Financial and Accounting Officer
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August 26, 2011
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Barry Zwarenstein
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S
/ KENNETH HAO
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Director
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August 26, 2011
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Kenneth Hao
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S
/ KYLE RYLAND
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Director
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August 26, 2011
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Kyle Ryland
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