As filed with the Securities and Exchange Commission on April 11, 2013
Registration No. 333-104770
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
PERVASIVE SOFTWARE INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 74-2693793 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
12365 Riata Trace Parkway, Building B
Austin, Texas 78727
(512) 231-6000
(Address, including zip code and telephone number, of principal executive offices)
PERVASIVE SOFTWARE INC. 1997 STOCK INCENTIVE PLAN
(Full title of the plan)
FRED GALLAGHER
President, Chief Financial Officer and Director
PERVASIVE SOFTWARE INC.
12365 Riata Trace Parkway, Building B, Austin, Texas 78727
(Name and address of agent for service)
(512) 231-6000
(Telephone number, including area code, 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||||
| Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting Company | x | |||||
Deregistration of Shares
The Registration Statement on Form S-8 (Registration No. 333-104770) (the “Registration Statement”) of Pervasive Software Inc., a Delaware corporation (“Pervasive”), pertaining to the registration of 839,740 shares of Pervasive’s common stock for issuance under its 1997 Stock Incentive Plan, to which this Post-Effective Amendment No. 1 relates was filed with the Securities and Exchange Commission on April 25, 2003. On April 25, 2003, the Securities and Exchange Commission declared the Registration Statement effective.
Actian Corporation, a Delaware corporation (“Actian”), Actian Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Actian, and Pervasive have entered into an Agreement and Plan of Merger on January 28, 2013 (the “Merger Agreement”) that provides for, among other things, the merger of Actian Sub II, Inc. with and into Pervasive, with Pervasive surviving as a wholly owned subsidiary of Actian (the “Merger”) and the conversion of all outstanding shares of Pervasive’s common stock into the right to receive $9.20 per share of cash, without interest. The Merger became effective as specified in a Certificate of Merger filed with the Secretary of State of the State of Delaware on April 11, 2013.
In connection with the Merger, Pervasive has terminated all offerings of its common stock pursuant to its existing registration statements, including the Registration Statement. Therefore, Pervasive hereby removes from registration all common stock registered under the Registration Statement that remains unsold as of April 11, 2013.
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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 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 Austin, State of Texas, on this 11th day of April 2013.
PERVASIVE SOFTWARE INC.
| ||
| By: | /s/ Fred Gallagher | |
| Fred Gallagher | ||
| President, Chief Financial Officer and Director | ||
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 below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Fred Gallagher | President, Chief Financial Officer and Director | April 11, 2013 | ||
| Fred Gallagher | (Principal Executive and Financial Officer) | |||
/s/ Marc Monahan | Chairman of the Board | April 11, 2013 | ||
| Marc Monahan | ||||
/s/ Nancy Simpson | Treasurer | April 11, 2013 | ||
| Nancy Simpson | (Principal Accounting Officer) | |||
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