As filed with the Securities and Exchange Commission on October 25, 2011
Registration No. 333-104622
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
RENAISSANCE LEARNING, INC.
(Exact Name of Registrant as Specified in Charter)
Wisconsin |
|
(State or other jurisdiction of | 39-1559474 |
incorporation or organization) | (I.R.S. Employer Identification No.) |
|
|
2911 Peach Street |
|
P.O. Box 8036 |
|
Wisconsin Rapids, Wisconsin | 54495-8036 |
(Address of Principal Executive Offices) | (Zip Code) |
____________________________________
RENAISSANCE LEARNING, INC. 1997 STOCK INCENTIVE PLAN
__________________________________
Brian Ruder
President
Renaissance Learning, Inc.
2911 Peach Street
P.O. Box 8036
Wisconsin Rapids, Wisconsin 54495-8036
(715) 424-3636
(Name, address and telephone number, including area code, of agent for service)
With copies to:
Dennis F. Connolly
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202
(414) 273-3500
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer x |
Non-accelerated filer o | Smaller reporting company o |
DEREGISTRATION OF SECURITIES; TERMINATION OF REGISTRATION
STATEMENTS
This Post-Effective Amendment No. 1 (the “Post-Effective Amendment”), relates to the Registration Statements on Form S-8 (File No. 333-38867 and File No. 333-104622) (the “Registration Statements”), which were initially filed with the Securities and Exchange Commission by Renaissance Learning, Inc., a Wisconsin corporation (“Renaissance”), and became effective on October 28, 1997 and April 18, 2003, respectively. The Registration Statements registered 6,000,000 shares (as adjusted to reflect the two-for-one stock split effected by the Registrant on February 26, 1999) of Renaissance’s common stock, par value $.01 per share (the “Common Stock”) for issuance pursuant to the Renaissance Learning, Inc. (formerly Advantage Learning Systems, Inc.) 1997 Stock Incentive Plan (the “Plan”). This Post-Effective Amendment is being filed for the sole purpose of terminating the Registration Statements and deregistering the remaining 1,615,211 unissued shares previously registered under the Registration Statements and issuable under the Plan.
On October 19, 2011, pursuant to an Agreement and Plan of Merger dated August 15, 2011, as amended, by and among Renaissance, Raphael Holding Company, a Delaware corporation (“Parent”), and Raphael Acquisition Corp., a Wisconsin corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into Renaissance with Renaissance surviving as an indirect, wholly owned subsidiary of Parent.
As a result of the merger, Renaissance has terminated all offerings of its securities pursuant to its registration statements, including the Registration Statements. Renaissance hereby removes from registration, by means of this Post-Effective Amendment, the remaining 1,615,211 unissued shares of Common Stock registered under the Registration Statements as of the date hereof.
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 this Post-Effective Amendment to the Registration Statements on Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Menlo Park, state of California on this 25th day of October, 2011.
RENAISSANCE LEARNING, INC.
By:
/s/ Nic Volpi
Nic Volpi
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements on Form S-8 has been signed by the following persons in the capacities indicated below on the 25th day of October, 2011.
Signature | Title |
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/s/ Brian Ruder Brian Ruder | President; Director |
/s/ Nic Volpi Nic Volpi | Treasurer; Director |
