Registration No. 333-116402
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
GOLDLEAF FINANCIAL SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Tennessee |
| 62-1453841 |
(State or other jurisdiction |
| (I.R.S. Employer |
of incorporation or organization) |
| Identification Number) |
350 Technology Parkway, Suite 200, Norcross, Georgia 30071
(Address of Principal Executive Offices)
(Zip Code)
Private Business, Inc. 2004 Equity Incentive Plan
(Full Name of Plan)
Robert T. Schendel, Esq., General Counsel
10910 W. 87th Street
Lenexa, Kansas 66214
(Name and Address of Agent for Service)
(913) 341-3434
(Telephone number, including area code for agent for service)
This post-effective amendment No. 1 (this “Amendment”), filed by Goldleaf Financial Solutions, Inc., a Tennessee corporation (“Goldleaf”), deregisters the shares of common stock of Goldleaf, no par value (the “Securities”), issuable under the Private Business, Inc. 2004 Equity Incentive Plan, that had been registered on Registration Statement on Form S-8 (Registration No. 333-116402) filed with the Securities and Exchange Commission (the “Commission”) on June 10, 2004, (the “Registration Statement”), and that remain unsold as of the date of this Amendment.
On October 1, 2009, pursuant to an Agreement and Plan of Merger dated as of August 16, 2009 (the “Merger Agreement”), by and among Jack Henry & Associates, Inc., a Delaware corporation (“Parent”), Peachtree Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Goldleaf, Merger Sub merged with and into Goldleaf (the “Merger”), with Goldleaf as the surviving corporation and a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, Goldleaf stockholders will receive $0.98 for each share of Goldleaf common stock they own. The Merger became effective upon filing the Certificate of Merger with the Secretary of State of the State of Tennessee on October 1, 2009.
As a result of the Merger, Goldleaf has terminated all offerings of its Securities pursuant to its existing registration statements on file with the Commission, including the Registration Statement. In accordance with an undertaking made by Goldleaf in the Registration Statement to remove from registration, by means of a post-effective amendment, any Securities that remain unsold at the termination of the offering, Goldleaf hereby removes from registration all Securities registered under the Registration Statement that remain unsold as of the date of this Amendment.
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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Monett, State of Missouri, on October 13, 2009.
| Goldleaf Financial Solutions, Inc. |
|
|
| /s/ John F. Prim |
| John F. Prim |
| President 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.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ John F. Prim |
|
|
|
|
John F. Prim |
| President and Director |
| October 13, 2009 |
|
|
|
|
|
/s/ Kevin Williams |
|
|
|
|
Kevin Williams |
| Treasurer |
| October 13, 2009 |
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