As filed with the Securities and Exchange Commission on December 5th, 2014
Registration No. 333-133094
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONCUR TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 601 108thAvenue NE, Suite 1000 Bellevue, Washington 98004 | 91-1608052 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Address of Principal Executive Offices) | (I.R.S. Employer Identification Number) |
Options to purchase common stock assumed by Registrant and granted under the Outtask, Inc. 1999 Stock
Incentive Plan
Registrant’s 1998 Employee Stock Purchase Plan
(Full Title of the Plan)
Francis J. Pelzer V
Chief Financial Officer
Concur Technologies, Inc.
601 108th Avenue NE, Suite 1000
Bellevue, Washington 98004
(425) 702-8808
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy To:
Horace L. Nash, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 9441
(650) 988-8500
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 | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF COMMON STOCK
Concur Technologies, Inc. (“Company”) is filing this Post-Effective Amendment No. 2 to withdraw and remove from registration the unissued and unsold shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and any other securities issuable by the Company, pursuant to the Registration Statement on Form S-8, File No. 333-133094, filed with the U.S. Securities and Exchange Commission on April 7, 2006, pertaining to the registration of 1,320,795 shares of Common Stock for issuance under the Outtask, Inc. 1999 Stock Incentive Plan and pertaining to the registration of 640,000 shares of Common Stock for issuance under the 1998 Employee Stock Purchase Plan.
Effective on December 4, 2014, pursuant to the Agreement and Plan of Merger, dated as of September 18, 2014, by and among the Company, SAP America, Inc., a Delaware corporation (“Parent”), and Congress Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), the Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (“Merger”).
In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this post-effective amendment to deregister all of such securities of the Company registered under the Registration Statement that remained unsold as of the effective time of the Merger, if any.
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 the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bellevue, State of Washington, on the 5th day of December, 2014. No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
CONCUR TECHNOLOGIES, INC. | ||||
| By: | /s/ Francis J. Pelzer V | |||
| Name: | Francis J. Pelzer V | |||
| Title: | Chief Financial Officer | |||