As filed with the Securities and Exchange Commission on January 20, 2009
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (No. 333-139925)
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
___________________________________
ILOG S.A.
(Exact Name of Registrant as Specified in Its Charter)
___________________________________
The Republic of France (State or other jurisdiction of incorporation or organization) | 9, rue de Verdun, 94253 Gentilly, France 011 33 1 49 08 35 00 |
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
ILOG S.A. Plan for Grants of Free Shares 2006
(Full title of the plan)
___________________________________
Jérôme Arnaud
Chief Financial Officer
ILOG S.A.
1195 West Fremont Avenue
Sunnyvale, California 94087
(408) 991-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
___________________________________
Copies to:
George A. Stephanakis, Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London, EC2Y 9HR, England
011 44 207 453 1000
___________________________________
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. (Check one):
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company o |
| | | (Do not check if a smaller reporting company) |
DEREGISTRATION OF SECURITIES
The Registration Statement on Form S-8 (Registration No. 333-139925) (the “Registration Statement”) of ILOG S.A. (“ILOG”), a société anonyme organized under the laws of the Republic of France, pertaining to the registration of 135,000 of ordinary shares of ILOG (including an indeterminate number of ordinary shares issuable as a result of stock splits, stock dividends and anti-dilution provisions, in accordance with Rule 416 under the Securities Act of 1933, as amended) granted under the ILOG Plan for Grants of Free Shares 2006, to which this Post-Effective Amendment No. 1 relates, was filed with the Securities and Exchange Commission (the “Commission”) on January 11, 2007. On the same date, the Commission declared the Registration Statement effective.
Pursuant to a Memorandum of Understanding dated July 27, 2008 between International Business Machines Corporation (“IBM”), a New York corporation, and ILOG, IBM agreed to acquire all of the outstanding ordinary shares (including shares represented by American depositary shares (ADSs)) and warrants issued by ILOG through concurrent tender offers in France and the United States (the “Offers”). The Offers that were conducted by CITLOI S.A.S. (“CITLOI”), a société par actions simplifiée organized under the laws of the Republic of France and an indirect wholly-owned subsidiary of IBM, expired on November 24, 2008. As of December 15, 2008, CITLOI held ordinary shares representing 96.83% of the voting rights and the share capital of ILOG on an issued and outstanding basis as of the same date. As the securities not tendered represented no more than 5% of the share capital of ILOG, CITLOI requested the implementation of a squeeze-out of the outstanding ordinary shares of ILOG (including ordinary shares represented by ADSs) held by minority shareholders. The squeeze-out was implemented on December 29, 2008. On the date of the implementation of the squeeze-out the ordinary shares of ILOG were delisted from Euronext S.A. As of the following date, the trading of the ADSs of ILOG on the NASDAQ Global Select Market was suspended. In addition, ILOG sought to deregister its ordinary shares under the Securities Exchange Act of 1934, as amended, by making a filing to that effect with the Commission on December 29, 2008.
As a result of the Offers, ILOG has terminated all offerings of ordinary shares (including ordinary shares represented by ADSs) pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by ILOG in the Registration Statement to remove from registration, by means of a post-effective amendment, any ordinary shares (including ordinary shares represented by ADSs) which remain unsold at the termination of the offering, ILOG hereby removes from registration all ordinary shares registered under the Registration Statement which remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Sunnyvale, California on January 20, 2009:
| | By: | /s/ Jérôme Arnaud |
| | | Jérôme Arnaud |
| | | Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | | Title | | Date | |
| /s/ Pierre Haren | | Chief Executive Officer | | January 20, 2009 | |
| Pierre Haren | | (Principal Executive Officer) | | | |
| | | | | | |
| /s/ Jérôme Arnaud | | Chief Financial Officer | | January 20, 2009 | |
| Jérôme Arnaud | | (Principal Accounting and Financial Officer and Authorized Representative in the United States) | | | |
| | | | | | |
| /s/ Einar Uboe | | Chairman | | January 20, 2009 | |
| Einar Uboe | | | | | |
| | | | | | |
| | | Director | | | |
| Beth Smith | | | | | |
| | | | | | |
| /s/ Paloma Valor | | Director | | January 20, 2009 | |
| Paloma Valor | | | | | |
| | | | | | |
| /s/ Emile Santafe | | Director | | January 20, 2009 | |
| Emile Santafe | | | | | |
| | | | | | |
| | | Director | | | |
| Stéphane Lizeray | | | | | |
| | | | | | |
