As filed with the Securities and Exchange Commission on February 28, 2011
Registration Statement No. 333-111329
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-111329
UNDER THE SECURITIES ACT OF 1933
ITC^DELTACOM, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
| 58-2301135 (I.R.S. Employer Identification No.) |
1375 Peachtree St., Atlanta, GA 30309
(Address of Principal Executive Offices) (Zip Code)
ITC^DeltaCom, Inc. Amended and Restated Stock Incentive Plan
ITC^DeltaCom, Inc. Employee Profit Sharing and 401(k) Plan
(Full title of the plan)
Bradley A. Ferguson
Chief Financial Officer
ITC^DeltaCom, Inc.
1375 Peachtree St.
Atlanta, GA 30309
(Name and address of agent for service)
(404) 815-0770
(Telephone number, including area code, of agent for service)
Copies to:
David M. Carter
Troutman Sanders LLP
Troutman Sanders Building
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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 o | Non-accelerated filer x | Smaller reporting company o |
Deregistration of Unsold Securities
ITC^DeltaCom, Inc. (the “Company”) previously registered 3,550,000 shares of the Company’s common stock, par value $.01 per share (the “Securities”), on a Registration Statement on Form S-8 (Registration No. 333-139202) (the “Registration Statement”) filed with the Securities and Exchange Commission on December 18, 2003. The Securities were registered for issuance pursuant to the terms of the ITC^DeltaCom, Inc. Amended and Restated Stock Incentive Plan and the ITC^DeltaCom, Inc. Employee Profit Sharing and 401(k) Plan.
On December 8, 2010, EarthLink, Inc. (“EarthLink”) completed its acquisition of the Company. Pursuant to the Agreement and Plan of Merger, dated as of October 1, 2010, among EarthLink, Egypt Merger Corp., a wholly-owned subsidiary of EarthLink, and the Company, Egypt Merger Corp. was merged with and into the Company (the “Merger”). The Company survived as a wholly-owned subsidiary of EarthLink. A Certificate of Merger was filed with the Delaware Secretary of State and the Merger became effective on December 8, 2010 (the “Merger Date”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Company hereby removes from registration the Securities registered but unsold under the Registration Statement as of the Merger Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 28th day of February, 2011.
| ITC^DELTACOM, INC. | |
| (Registrant) | |
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| By: | /s/ Bradley A. Ferguson |
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| Bradley A. Ferguson |
|
| Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed as of February 28, 2011 by the following persons in the capacities indicated.
Signature |
| Title |
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/s/ Rolla P. Huff |
| Chief Executive Officer, Director |
Rolla P. Huff |
| (principal executive officer) |
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/s/ Bradley A. Ferguson |
| Chief Financial Officer and Assistant Secretary, Director |
Bradley A. Ferguson |
| (principal financial and accounting officer) |