Registration No. 333-92391
Registration No. 333-92409
Registration No. 333-38766
Registration No. 333-38768
Registration No. 333-38874
Registration No. 333-59096
Registration No. 333-71944
Registration No. 333-101965
Registration No. 333-116778
Registration No. 333-148056
Registration No. 333-171522
Registration No. 333-173813
Registration No. 333-175192
Registration No. 333-176741
Registration No. 333-182702
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
GEEKNET, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
| 77-0399299 |
(State or other Jurisdiction of Incorporation) |
| (I.R.S. Employer Identification No.) |
11216 Waples Mill Rd., Suite 103
Fairfax, Virginia 22030
(Address of Principal Executive Offices, including Zip Code)
1998 STOCK PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
1999 DIRECTOR OPTION PLAN
TruSOLUTIONS, INC. 2000 STOCK PLAN
ANDOVER.NET, INC. 1999 STOCK OPTION PLAN
ANDOVER ADVANCED TECHNOLOGIES, INC. 1995 STOCK PLAN
NETATTACH, INC. 1999 STOCK OPTION AND EQUITY INCENTIVE PLAN
1999 STOCK PLAN
2007 EQUITY INCENTIVE PLAN
STAND ALONE RESTRICTED STOCK UNIT AGREEMENTS
2012 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Kathryn K. McCarthy |
| Copy to: David E. Shapiro |
(Name, address, including zip code, and telephone number, including area code, of agent for service) | ||
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 | o | Accelerated filer | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
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DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Geeknet, Inc., a Delaware corporation (the “Company”), remove from registration all shares of common stock, par value $0.001 per share, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration No. |
| Date Filed |
| Name of Equity Plan or Agreement |
| Shares |
333-92391 |
| December 9, 1999 |
| 1998 Stock Plan |
| 9,150,226 |
333-92409 |
| December 9, 1999 |
| 1998 Stock Plan, 1999 Employee Stock Purchase Plan, 1999 Director Option Plan |
| 15,713,409 |
333-38766 |
| June 7, 2000 |
| TruSOLUTIONS, INC. 2000 Stock Plan |
| 185,400 |
333-38768 |
| June 7, 2000 |
| NETATTACH, INC. 1999 STOCK OPTION AND EQUITY INCENTIVE PLAN |
| 44,855 |
333-38874 |
| June 8, 2000 |
| ANDOVER.NET, INC. 1999 STOCK OPTION PLAN, ANDOVER ADVANCED TECHNOLOGIES, INC. 1995 STOCK PLAN |
| 1,373,634 |
333-59096 |
| April 17, 2001 |
| 1998 Stock Plan, 1999 Employee Stock Purchase Plan, 1999 Director Option Plan |
| 3,293,288 |
333-71944 |
| October 19, 2001 |
| 1998 Stock Plan, 1999 Employee Stock Purchase Plan, 1999 Director Option Plan |
| 3,401,816 |
333-101965 |
| December 18, 2002 |
| 1998 Stock Plan, 1999 Employee Stock Purchase Plan, 1999 Director Option Plan |
| 3,404,105 |
333-116778 |
| June 23, 2004 |
| 1998 Stock Plan, 1999 Employee Stock Purchase Plan, 1999 Director Option Plan |
| 3,468,033 |
333-148056 |
| December 14, 2007 |
| 2007 Equity Incentive Plan |
| 5,250,000 |
333-171522 |
| January 3, 2011 |
| Stand Alone Restricted Stock Unit Agreements |
| 78,125 |
333-173813 |
| April 29, 2011 |
| Stand Alone Restricted Stock Unit Agreements |
| 156,250 |
333-175192 |
| June 29, 2011 |
| 2007 Equity Incentive Plan |
| 200,000 |
333-176741 |
| September 9, 2011 |
| Stand Alone Restricted Stock Unit Agreements |
| 78,125 |
333-182702 |
| July 16, 2012 |
| 2012 Employee Stock Purchase Plan |
| 100,000 |
On June 1, 2015, the Company entered into an Agreement and Plan of Merger with GameStop Corp., a Delaware corporation (“Parent”), and Gadget Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), providing for, among other things, the merger of Purchaser with and into the Company with the Company becoming a wholly owned subsidiary of Parent (the “Merger”) pursuant to
Section 251(h) of General Corporation Law of the State of Delaware. The Merger became effective on July 17, 2015, pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its Shares pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statements.
SIGNATURE
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 this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on July 27, 2015.
| GEEKNET, INC. | ||
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Date: July 27, 2015 | By: | /s/ Kathryn K. McCarthy | |
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| Name: | Kathryn K. McCarthy |
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| Title: | President and Chief Executive Officer |
