As filed with the Securities and Exchange Commission
on February 3, 2017
Registration No. 333-133870
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-133870
EARTHLINK HOLDINGS CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State of Incorporation) | | | | 46-4228084
(I.R.S. Employer Identification No.) |
1170 Peachtree Street, Suite 900, Atlanta, Georgia 30309
(Address of principal executive offices) (Zip Code)
(404) 815-0770
(Registrant’s telephone number, including area code)
EarthLink Holdings Corp.
Stock Option Plan
for Inducement Awards Relating to the
Acquisition of New Edge Holding Company
(Full title of the plan)
Louis M. Alterman
Executive Vice President, Chief Financial Officer
EarthLink Holdings Corp.
1170 Peachtree St., Suite 900
Atlanta, Georgia 30309
(404) 815-0770
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders, notices and communications to:
David M. Carter
Troutman Sanders LLP
1001 Haxall Point
Richmond, Virginia 23219
(804) 697-1200
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.
(Check one):
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o
(Do not check if a smaller
reporting company) | Smaller reporting company o |
Deregistration of Unsold Securities
This post-effective amendment relates to the following registration statement on Form S-8 (the “S-8 Registration Statement”) of EarthLink Holdings Corp. (the “Company”):
· File No. 333-133870, filed May 5, 2006 and amended on January 10, 2014, registering shares of the Company’s common stock under the EarthLink Holdings Corp. Stock Option Plan for Inducement Awards Relating to the Acquisition of New Edge Holding Company (f/k/a the EarthLink, Inc. Stock Option Plan for Inducement Awards Relating to the Acquisition of New Edge Holding Company).
This post-effective amendment to the S-8 Registration Statement is being filed solely to deregister any and all securities previously registered under the S-8 Registration Statement that remain unsold.
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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 this post-effective amendment to the S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on February 3, 2017.
| EarthLink Holdings Corp. |
| (Registrant) |
| |
| By: | /s/ Louis M. Alterman |
| Name: | Louis M. Alterman |
| Title: | Executive Vice President, Chief Financial Officer |
| |
Note: No other person is required to sign this post-effective amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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