As filed with the Securities and Exchange Commission on July 29, 2016
Registration Nos. 333-170386, 333-181482, 333-181492 and 333-188527
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-170386
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-181482
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-181492
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-188527
UNDER
THE SECURITIES ACT OF 1933
SCIQUEST, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 56-2127592 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3020 Carrington Mill Boulevard, Suite 100 Morrisville, North Carolina | 27560 | |
| (Address of Principal Executive Offices) | (Zip Code) |
SciQuest, Inc. 2004 Stock Incentive Plan
SciQuest, Inc. Employee Stock Purchase Plan
SciQuest, Inc. 2013 Stock Incentive Plan
(Full title of the Plan)
Grant W. Collingsworth
General Counsel
SciQuest, Inc.
3020 Carrington Mill Boulevard, Suite 100
Morrisville, North Carolina 27560
(919) 659-2100
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Shelly M. Hirschtritt, P.C.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, Illinois 60654
(312) 862-2000
Indicate by checkmark 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 | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments are being filed to deregister unsold securities of SciQuest, Inc., a Delaware corporation (the “Registrant”), that were registered on the following Registration Statements on Form S-8 (collectively, the “Registration Statements”):
| 1. | Registration Statement No. 333-170386, registering 2,032,231 shares of common stock, par value $0.001 per share (“Common Stock”), under the SciQuest, Inc. 2004 Stock Incentive Plan (the “2004 Plan”), as previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 5, 2010, as amended by Post-Effective Amendment No. 1, as previously filed with the SEC on May 17, 2012; |
| 2. | Registration Statement No. 333-181482, registering 1,000,000 shares of Common Stock under the 2004 Plan, as previously filed with the SEC on May 17, 2012; |
| 3. | Registration Statement No. 333-181492, registering 1,000,000 shares of Common Stock under the SciQuest, Inc. Employee Stock Purchase Plan, as previously filed with the SEC on May 17, 2012; and |
| 4. | Registration Statement No. 333-188527, registering 3,500,000 shares of Common Stock under the SciQuest, Inc. 2013 Stock Incentive Plan, as previously filed with the SEC on May 10, 2013. |
Effective as of July 28, 2016 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated as of May 30, 2016, by and among the Registrant, AKKR Green Parent, LLC, a Delaware limited liability company (“Parent”), and AKKR Green Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly-owned subsidiary of Parent.
As a result of the Merger, the offerings under the Registration Statements have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any securities under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statements which remained unsold as of the Effective Time, if any.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Morrisville, State of North Carolina, on July 29, 2016.
| SCIQUEST, INC. | ||
| By: | /s/ Stephen J. Wiehe | |
Stephen J. Wiehe President and Chief Executive Officer | ||
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
