As filed with the Securities and Exchange Commission on November 17, 2017
RegistrationNo. 333-161517
RegistrationNo. 333-59350
RegistrationNo. 333-44822
RegistrationNo. 333-31784
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FormS-8 Registration StatementNo. 333-161517
FormS-8 Registration StatementNo. 333-59350
FormS-8 Registration StatementNo. 333-44822
FormS-8 Registration StatementNo. 333-31784
UNDER
THE SECURITIES ACT OF 1933
ONVIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 91-1859172 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| 509 Olive Way, Suite 400 | ||
| Seattle, Washington | 98101 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Onvia, Inc. 2008 Equity Incentive Plan
DemandStar.com, Inc. 1999 Employee Incentive Compensation Plan
Stock Option and Incentive Plan
2000 Employee Stock Purchase Plan
Amended and Restated 1999 Stock Option Plan
2000 Directors’ Stock Option Plan
(Full title of the plans)
John K. Stipancich
Vice President and Secretary
509 Olive Way, Suite 400
Seattle, Washington 98101
(Name and address of agent for service)
(206)282-5170
(Telephone number, including area code, of agent for service)
Copies to:
Joel T. May
William J. Zawrotny
Jones Day
1420 Peachtree Street, N.E., Suite 800
Atlanta, Georgia 30309-3053
(404)521-3939
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (collectively, the “Post-Effective Amendments”) relate to the following Registration Statements on FormS-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by Onvia, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”):
| • | FileNo. 333-161517 registering 190,000 shares of common stock, $0.0001 par value per share, of the Company (“Shares”) for issuance under the Onvia, Inc. 2008 Equity Incentive Plan; |
| • | FileNo. 333-59350 registering 1,820,040 Shares for issuance under the DemandStar.com, Inc. 1999 Employee Incentive Compensation Plan; |
| • | FileNo. 333-44822 registering 209,435 Shares for issuance under the Stock Option and Incentive Plan; and |
| • | FileNo. 333-31784 registering (i) 6,600,000 Shares for issuance under the 2000 Employee Stock Purchase Plan, (ii) 40,122,332 Shares for issuance under the Amended and Restated 1999 Stock Option Plan and (iii) 600,000 Shares for issuance under the 2000 Directors’ Stock Option Plan. |
On November 17, 2017, pursuant to the Agreement and Plan of Merger, dated as of October 4, 2017, by and among the Company, Project Diamond Intermediate Holdings Corporation (“Parent”) and Project Olympus Merger Sub, Inc. (“Purchaser”), Purchaser merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent.
As a result of the Merger, the Company has terminated all offerings of securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment pursuant to Rule 478 under the Securities Act of 1933, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statements as of the date hereof, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
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 FormS-8 and has duly caused the Post-Effective Amendments to the Registration Statements described above to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on November 17, 2017.
| ONVIA, INC. | ||||||||||
| By: | /s/ John K. Stipancich | |||||||||
| Name: | John K. Stipancich | |||||||||
| Title: | Vice President and Secretary | |||||||||
No other person is required to sign the Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933.