As filed with the Securities and Exchange Commission on July 2, 2012
Registration No. 333-168510
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
ABOVENET, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 11-3168327 (I.R.S. Employer Identification Number) |
360 Hamilton Avenue
White Plain, New York 10601
(914) 421-6700
(Address of Principal Executive Offices)
AboveNet, Inc. 2010 Employee Stock Purchase Plan
(Full title of the plan)
Robert Sokota
Senior Vice President and General Counsel
AboveNet, Inc.
360 Hamilton Avenue
White Plains, NY 10601
(914) 421-6700
(Name and address of agent for service)
Copy to:
Scott Kaufman
Wiggin and Dana LLP
450 Lexington Avenue
New York, NY 10017
(212) 490-1700
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ | |||
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment, filed by AboveNet, Inc., a Delaware corporation (the “Company”), deregisters all securities registered for issuance under the Registration Statement on Form S-8, File No. 333-168510, which was filed with the Securities and Exchange Commission on August 3, 2010 (the “Registration Statement”).
Pursuant to the terms of the Agreement and Plan of Merger, dated as of March 18, 2012, by and among the Company, Zayo Group, LLC (“Parent”) and Voila Sub, Inc. (the “Merger Agreement”), Voila Sub, Inc. will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). In connection with the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement which were unsold as of the filing hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to the Registration Statement 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 White Plains, State of New York on this 2nd day of July, 2012.
| ABOVENET, INC. | ||
| By: | /s/ Robert Sokota | |
| Robert Sokota | ||
| Senior Vice President and General Counsel | ||
Pursuant to the requirements of the Securities Act of 1933, 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.
| Date: July 2, 2012 | By: | /s/ William G. LaPerch |
William G. LaPerch President, Chief Executive Officer and Director (Principal Executive Officer) |
| Date: July 2, 2012 | By: | /s/ Joseph P. Ciavarella |
Joseph P. Ciavarella Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
| Date: July 2, 2012 | By: | /s/ Jeffrey A. Brodsky |
Jeffrey A. Brodsky Director |
| Date: July 2, 2012 | By: | /s/ Michael J. Embler |
| Michael J. Embler Director |
| Date: July 2, 2012 | By: | /s/ Richard Postma |
Richard Postma Director |
| Date: July 2, 2012 | By: | /s/ Richard Shorten, Jr. |
Richard Shorten, Jr. Director |
| Date: July 2, 2012 | By: | /s/ Stuart Subotnick |
Stuart Subotnick Director |