As filed with the Securities and Exchange Commission on November 3, 2016
Registration No. 333-153009
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
RACKSPACE HOSTING, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 74-3016523 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1 Fanatical Place
City of Windcrest
San Antonio, Texas 78218
(210) 312-4000
(Address, including zip code and telephone number, of principal executive offices)
1999 ASSUMED STOCK OPTION PLAN
2003 STOCK OPTION PLAN
2005 NON-QUALIFIED STOCK OPTION PLAN
WEBMAIL.US, INC. 2004 STOCK INCENTIVE PLAN
AMENDED AND RESTATED 2007 LONG-TERM INCENTIVE PLAN
2008 EMPLOYEE STOCK PURCHASE PLAN
STAND-ALONE OPTION GRANTS
(Full title of the plan)
William Alberts
Rackspace Hosting, Inc.
1 Fanatical Place
City of Windcrest
San Antonio, Texas 78218
(Name and address of agent for service)
(210) 312-4000
(Telephone number, including area code, of agent for service)
Copy to:
Brian M. Janson
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3588
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 ☒ | Accelerated filer | ☐ | ||
| Non-accelerated filer ☐ (Do not Check if a smaller reporting company) | Smaller Reporting Company | ☐ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 (this “Post-Effective Amendment”) relates to the Registration Statement of Rackspace Hosting, Inc. (the “Company”) on Form S-8 (Registration No. 333-153009), filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2008 (the “Registration Statement”), as amended by Post-Effective Amendment No. 1, filed with the SEC on February 4, 2009, which registered the offering of 1,689,075 shares of common stock, par value $0.001 per share (“Common Stock”), pursuant to the Company’s 1999 Assumed Stock Option Plan, 2,106,875 shares of Common Stock pursuant to the Company’s 2003 Stock Option Plan, 10,791,826 shares of Common Stock pursuant to the Company’s Non-Qualified 2005 Stock Option Plan, 82,770 shares of Common Stock pursuant to the Company’s Webmail.us, Inc. 2004 Stock Incentive Plan, 5,853,610 shares of Common Stock pursuant to the Company’s Amended and Restated 2007 Long-Term Incentive Plan, 5,918,390 shares of Common Stock pursuant to the Company’s 2007 Long-Term Incentive Plan and 500,000 shares of Common Stock pursuant to the Company’s 2008 Employee Stock Purchase Plan (collectively, the “Plans”).
On November 3, 2016, pursuant to the Agreement and Plan of Merger, dated as of August 26, 2016 (the “Merger Agreement”), by and among the Company, Inception Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Inception Parent, Inc., a Delaware corporation (“Holdings”), Merger Sub merged with and into the Company with the Company surviving as a wholly owned subsidiary of Holdings (the “Merger”). As a result of the Merger, the Company has terminated all offerings of its Common Stock pursuant to its existing registration statements, including the Registration Statement.
In connection with the Merger and other transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities which remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof, if any.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing this Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on this 3rd day of November, 2016.
| RACKSPACE HOSTING, INC. | ||
By: | /s/ William Alberts | |
Name: | William Alberts | |
Title: | Senior Vice President, General Counsel – Americas and Secretary | |
No other person is required to sign this Post-Effective Amendment No. 2 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
