Post-effective Amendment to an S-8 Filing (s-8 Pos)
05 Agosto 2021 - 5:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form
S-8 Registration Statement No. 333-232835
UNDER
THE SECURITIES ACT OF 1933
ProSight Global, Inc.
(Exact name of Registrant as specified in its
charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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35-2405664
(IRS Employer
Identification No.)
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412 Mt. Kemble Avenue, Suite 300
Morristown, NJ
(Address of Principal Executive Offices)
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07960
(Zip Code)
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ProSight Global, Inc. 2019 Equity Incentive
Plan
ProSight Global, Inc. 2019 Employee Stock Purchase
Plan
(Full titles of the plans)
Jonathan Ritz
Chief Executive Officer
ProSight Global, Inc.
412 Mt. Kemble Avenue, Suite 300
Morristown, NJ 07960
(Name and address of agent for service)
(973) 532-1900
(Telephone number, including area code, of agent
for service)
with a copy to:
Robert G. DeLaMater
C. Andrew Gerlach
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
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Linda Lin
General Counsel and Secretary
ProSight Global, Inc.
412 Mt. Kemble Avenue
Suite 300
Morristown, NJ 07960
(973) 532-1900
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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 or an emerging growth company. See the definitions
of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company x
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If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 7(a)(2)(B) of the Securities Act. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment related to the following Registration
Statement on Form S-8 (the “Registration Statement”), originally filed with the Securities and Exchange Commission
(the “Commission”) by ProSight Global, Inc., a Delaware corporation (the “Registrant”), is being
filed to withdraw and remove from registration the shares of Registrant’s common stock, $0.01 par value per share (“Common
Stock”) that had been registered under such Registration Statement, together with any and all plan interests and other securities
registered thereunder:
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1.
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Registration Statement on Form S-8 (File No. 333-232835), originally filed with the Commission on July 25, 2019, registering 4,500,000 shares of Common Stock under the ProSight Global, Inc. 2019 Equity Incentive Plan and 1,000,000 under the ProSight Global, Inc. 2019 Employee Stock Purchase Plan;
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On August 4, 2021, pursuant to that certain Agreement and Plan
of Merger, dated as of January 14, 2021 by and among the Registrant, Pedal Parent Inc., a Delaware corporation (“Parent”),
owned by affiliates of TowerBrook Capital Partners L.P. and Further Global Capital Management, Pedal Merger Sub, Inc., a Delaware corporation
(“Merger Sub”) and a wholly owned subsidiary of Parent, Merger Sub merged with and into Registrant (the “Merger”),
with Registrant continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent.
As a result of the Merger, Registrant has terminated any and all offerings
of Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including
the Registration Statement. In accordance with undertakings made by Registrant in the Registration Statement to remove from registration,
by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold or unissued at the termination
of the offering, Registrant hereby removes from registration all such securities of Registrant registered pursuant to the Registration
Statement that remain unsold or unissued as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect
the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Post-Effective Amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Morristown, New Jersey, on August 5, 2021.
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ProSight Global, Inc.
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(Registrant)
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/s/ Linda Lin
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Name: Linda Lin
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Title: 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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