As filed with the Securities and Exchange Commission on September 27, 2007
Registration Statement No. 333- 13224
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-13224
UNDER THE SECURITIES ACT OF 1933
IONA TECHNOLOGIES PLC
(Exact name of Registrant as specified in its Charter)
Ireland
(State or Other Jurisdiction of Incorporation or Organization)
04-3363877
(I.R.S. Employer Identification No.)
The IONA Building
Shelbourne Road, Ballsbridge
Dublin 4, Ireland
(Address of Principal Executive Offices) (Zip Code)
Object-Oriented Concepts, Inc. Stock Option Plan
(Full Title of the Plan)
Christopher M. Mirabile, Esq.
c/o IONA TECHNOLOGIES, INC.
200 West Street
Waltham, MA 02451
(781) 902-8000
(Name, Address and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Mark T. Bettencourt, Esq.
Goodwin Procter LLP
Exchange Place
Boston, Massachusetts 02109
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-13224) of Iona Technologies PLC (the “Registrant”) filed with the Securities and Exchange Commission on February 28, 2001 (the “Registration Statement”), pertaining to the registration of 175,111 shares of Ordinary Shares of the Registrant (“Ordinary Shares”).
The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister certain securities originally registered by the Registrant pursuant to the Agreement and Plan of Merger dated as of January 27, 2001, by and among the Registrant, Orange Merger Corporation, a wholly-owned subsidiary of the Registrant (“Orange Merger Sub”), and Object-Oriented Concepts, Inc. (“OOC”), whereby Orange Merger Sub merged with and into OOC (the “Merger”) and OOC became a wholly-owned subsidiary of the Registrant. In connection with the Merger, all of the outstanding stock options under the Object-Oriented Concepts, Inc. Stock Option Plan (the “OOC Stock Option Plan”) were converted into options to purchase Ordinary Shares. The Registrant issued an aggregate of 175,111 of its Ordinary Shares upon exercise of these converted stock options.
There are no outstanding options under the OOC Stock Option Plan, and the Registrant does not intend to grant any more options under the OOC Stock Option Plan.
The offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of the Registrant which remain unsold at the termination of the offering contemplated thereby, the Registrant hereby removes from registration all shares of the Ordinary Shares registered but not sold under the Registration Agreement.
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 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 Dublin, Country of Ireland, on this 27th day of September 2007.
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| IONA TECHNOLOGIES PLC | |
| By: | /s/ Peter M. Zotto | |
| | Peter M. Zotto | |
| | Chief Executive Officer and Director | |
|
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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SIGNATURE | | TITLE | | DATE |
| | | | |
/s/ Peter M. Zotto Peter M. Zotto | | Chief Executive Officer and Director (Principal Executive Officer) | | September 27, 2007 |
| | | | |
/s/ Robert McBride Robert McBride | | Chief Financial Officer (Principal Financial and Accounting Officer) | | September 27, 2007 |
| | | | |
/s/ Kevin Melia Kevin Melia | | Director | | September 27, 2007 |
| | | | |
/s/ Christopher J. Horn Christopher J. Horn | | Director | | September 27, 2007 |
| | | | |
/s/ Sean Baker Sean Baker | | Director | | September 27, 2007 |
| | | | |
/s/ Ivor Kenny Ivor Kenny | | Director | | September 27, 2007 |
| | | | |
/s/ James D. Maikranz James D. Maikranz | | Director | | September 27, 2007 |
| | | | |
/s/ Bruce J. Ryan Bruce J. Ryan | | Director | | September 27, 2007 |
| | | | |
/s/ Francesco Violante Francesco Violante | | Director | | September 27, 2007 |