Post-effective Amendment to an S-8 Filing (s-8 Pos)
29 Novembro 2016 - 8:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 29, 2016
Registration No. 333-209842
333-202786
333-197999
333-190892
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE
SECURITIES ACT OF 1933
CVENT, INC.
(Exact name
of registrant as specified in its charter)
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Delaware
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54-1954458
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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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1765 Greensboro Station Place, 7th Floor
Tysons Corner, VA 22102
(703) 226-3500
(Address
of Principal Executive Offices)(Zip Code)
2013 Equity Incentive Plan
Stock Incentive Plan
(Full titles of the plans)
Rajeev K. Aggarwal
Chief Executive Officer
Cvent, Inc.
1765
Greensboro Station Place, 7th Floor
Tysons Corner, VA 22102
(703) 226-3500
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
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Mark R. Fitzgerald, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1700 K Street, N.W.,
Fifth Floor
Washington,
D.C. 20006
(202) 973-8800
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Lawrence J. Samuelson, Esq.
Senior Vice President, General Counsel & Corporate Secretary
Cvent, Inc.
1765
Greensboro Station Place, 7th Floor
Tysons Corner, VA 22102
(703) 226-3500
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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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 relates to the following registration statements of Cvent, Inc. (the Company), each pertaining to
the registration of the shares of common stock of the Company, par value $0.001 per share (Common Stock), offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 with the Securities and
Exchange Commission (the SEC) and as amended from time to time (collectively, the Registration Statements):
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File No.
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Date Originally Filed
with the SEC
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Name of Equity Plan or Agreement
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Shares of
Common Stock (#)
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333-209842
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March 1, 2016
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2013 Equity Incentive Plan
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2,100,151
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333-202786
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March 16, 2015
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2013 Equity Incentive Plan
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2,067,676
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333-197999
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August 8, 2014
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2013 Equity Incentive Plan
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2,010,384
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333-190892
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August 29, 2013
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Stock Incentive Plan
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3,335,994
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2013 Equity Incentive Plan
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4,945,478
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On April 17, 2016, the Company entered into an Agreement and Plan of Merger (the Merger Agreement)
with Papay Holdco, LLC (Parent), and Papay Merger Sub, Inc., a wholly owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, on November 29, 2016, Merger Sub merged with and into the Company, and the
Company continued as the surviving corporation and as a wholly-owned subsidiary of Parent (the Merger).
As a result of the
Merger, the Company has terminated, as of the date hereof, all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478
under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements and, in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a
post-effective amendment, any of the securities of the Company that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration any and all such securities registered but unsold under the
Registration Statements as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment to the Registration
Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on this 29
th
day of November 2016.
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CVENT, INC.
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By:
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/s/ Lawrence J. Samuelson
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Name:
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Lawrence J. Samuelson
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Title:
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Senior Vice President, General Counsel and Corporate Secretary
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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