As filed with the Securities and Exchange Commission on January 4, 2011
Registration No. 333-161117
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
TRINTECH GROUP PLC
(Exact Name of Registrant as Specified in Its Charter)
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| Republic of Ireland | | Not Applicable |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
Trintech Group PLC
Block C, Central Park
Leopardstown
Dublin 18, Ireland
+353 1 293 9840
(Address of Registrant’s Principal Executive Office) (Zip Code)
Trintech Group PLC Share Option Plan 2007
Trintech Group PLC Share Option Plan for Directors and Consultants 2007
Trintech Group PLC 2009 Employee Share Purchase Plan
(Full title of the plan)
Paul Byrne
Trintech, Inc.
15851 Dallas Parkway
Suite 900
Addison, Texas 75001
(800) 416-0075
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to Registration Statement No. 333-161117 on Form S-8 (the “Registration Statement”) pursuant to which Trintech Group Plc (“Trintech”), incorporated and registered in Ireland under the Companies Act with registered number 148294, registered 3,400,000 ordinary shares represented by 1,700,000 American Depositary Shares (“ADSs”) pursuant to the Trintech Share Option Plan 2007, the Trintech Share Option Plan for Directors and Consultants 2007 and the Trintech 2009 Employee Share Purchase Plan.
On December 17, 2010, the Irish High Court approved and sanctioned the scheme of arrangement (the “Scheme”) pursuant to which Trintech will be acquired by Spectrum Equity Investors (acting through Cerasus II Limited) (“Spectrum”) at a price of $6.60 per Trintech ADS (or $3.30 per Trintech ordinary share). As of December 31, 2010 (the “Effective Time”), Spectrum has acquired all of Trintech’s outstanding ordinary shares, including those represented by Trintech ADSs. As a result of the Scheme, Trintech intends to deregister its outstanding securities. In accordance with the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities of Trintech which remain unsold at the termination of the offering, Trintech hereby removes and withdraws from registration all securities of Trintech registered pursuant to the Registration Statement which remain unsold as of the Effective Time.
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 No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Dublin, Republic of Ireland, on the 4th day of January, 2011.
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| TRINTECH GROUP PLC |
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| By: | | /S/ R. PAUL BYRNE |
| Name: | | Paul Byrne |
| Title: | | CEO Trintech Group |
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 and in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
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/S/ R.PAUL BYRNE | | Chief Executive Officer and Director (Principal Executive Officer) | | January 4, 2011 |
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/S/ JOSEPH SEERY | | Principal Financial and Accounting Officer | | January 4, 2011 |
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/S/ CHRISTOPHER MITCHELL | | Director | | January 4, 2011 |
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/S/ ADAM MARGOLIN | | Director | | January 4, 2011 |
