As filed with the Securities and Exchange Commission on July 17, 2015
Registration No. 333-198717
333-185034
333-169425
333-160261
333-153283
333-130018
333-114164
333-105318
333-105317
333-101320
333-100763
333-57782
333-43574
333-79573
333-79553
333-56905
333-39747
333-28725
333-918
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
ADVENT SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 94-2901952 |
(State or other jurisdiction of incorporation or organization) | | I.R.S. Employer Identification No.) |
600 Townsend Street
San Francisco, CA 94103
(Address of Principal Executive Offices)(Zip Code)
2002 Stock Plan
2005 Employee Stock Purchase Plan
1995 Employee Stock Purchase Plan
1992 Stock Plan
1998 Nonstatutory Stock Option Plan
1995 Director Option Plan
Advent Software, Inc. Profit Sharing and Employee Savings Plan
(Full titles of the plans)
William C. Stone
Chief Executive Officer and President
SS&C Technologies Holdings, Inc.
80 Lamberton Road
Windsor, CT 06095
(860) 298-4500
(Name, address, and telephone number 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | | x | | Accelerated filer | | o |
| | | |
Non-accelerated filer | | o (Do not check if a smaller reporting company) | | Smaller reporting company | | o |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statements of Advent Software, Inc. (the “Company”), each pertaining to the registration of the shares of common stock of the Company, par value $0.01 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”):
File No. | | Date Originally Filed with the SEC | | Name of Equity Plan or Agreement | | Shares of Common Stock (#) | |
333-198717 | | September 12, 2014 | | 2002 Stock Plan | | 4,750,000 | |
333-185034 | | November 19, 2012 | | 2002 Stock Plan | | 1,914,508 | |
333-169425 | | September 16, 2010 | | 2002 Stock Plan | | 1,501,200 | |
333-160261 | | June 26, 2009 | | 2002 Stock Plan | | 1,800,450 | |
333-153283 | | August 29, 2008 | | 2002 Stock Plan | | 943,732 | |
333-130018 | | November 30, 2005 | | 2002 Stock Plan | | 2,517,430 | |
| | | | 2005 Employee Stock Purchase Plan | | 2,000,000 | |
333-114164 | | April 2, 2004 | | 2002 Stock Plan | | 658,761 | |
333-105318 | | May 16, 2003 | | 2002 Stock Plan | | 4,004,505 | |
333-105317 | | May 16, 2003 | | 1995 Employee Stock Purchase Plan | | 600,000 | |
333-101320 | | November 20, 2002 | | 1992 Stock Plan | | 527,353 | |
333-100763 | | October 25, 2002 | | 2002 Stock Plan | | 493,944 | |
333-57782 | | March 28, 2001 | | 1992 Stock Plan | | 1,792,452 | |
333-43574 | | August 11, 2000 | | 1995 Director Option Plan | | 200,000 | |
333-79573 | | May 28, 1999 | | 1998 Nonstatutory Stock Option Plan | | 100,000 | |
333-79553 | | May 28, 1999 | | 1992 Stock Plan | | 600,000 | |
333-56905 | | June 15, 1998 | | 1992 Stock Plan | | 500,000 | |
| | | | 1995 Employee Stock Purchase Plan | | 200,000 | |
333-39747 | | November 7, 1997 | | Advent Software, Inc. Profit Sharing and Employee Savings Plan | | 50,000 | |
333-28725 | | June 6, 1997 | | 1992 Stock Plan | | 1,000,000 | |
333-918 | | January 25, 1996 | | 1992 Stock Plan | | 1,233,602 | |
| | | | 1995 Employee Stock Purchase Plan | | 113,000 | |
| | | | 1995 Director Option Plan | | 75,000 | |
On February 2, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with SS&C Technologies Holdings, Inc., (“SS&C”) and Arbor Acquisition Company, Inc., a wholly owned subsidiary of SS&C (“Merger Sub”). Pursuant to the Merger Agreement, on July 8, 2015, 2015, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly-owned subsidiary of SS&C (the “Merger”).
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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.
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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 City of Windsor, in the State of Connecticut, on this 17th day of July 2015.
| ADVENT SOFTWARE, INC. |
| |
| By: | /s/ William C. Stone |
| Name: | William C. Stone |
| Title: | President and Chief Executive Officer |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to the Registration Statements on Form S-8 has been signed this 17th day of July 2015 by the following persons in the following capacities.
Signature | | Title | | Date |
| | | | |
/s/ William C. Stone | | | | July 17, 2015 |
William C. Stone | | President and Chief Executive Officer, Director | | |
| | (Principal Executive Officer) | | |
/s/ Patrick J. Pedonti | | | | July 17, 2015 |
Patrick J. Pedonti | | Vice President & Treasurer, Director | | |
| | (Principal Financial Officer) | | |
/s/ Normand A. Boulanger | | | | July 17, 2015 |
Normand A. Boulanger | | Chief Operating Officer, Director | | |
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