As filed with the Securities and Exchange Commission on February 9, 2007
File No. 333-118099
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
KANBAY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 36-4387594 |
(State or Other Jurisdiction of |
| (I.R.S. Employer Identification No.) |
6400 Shafer Court, Suite 100 |
| 60018 |
Kanbay International, Inc. Stock Incentive Plan
Kanbay International 1998 Non-Qualified Option Plan
(Full Title of the Plans)
Raymond J. Spencer
Chairman and Chief Executive Officer
Kanbay International, Inc.
6400 Shafer Court, Suite 100
Rosemont, Illinois 60018
(Name and Address of Agent for Service)
(847) 384-6100
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Leland E. Hutchinson, Esq.
Matthew F. Bergmann, Esq.
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
(312) 558-5600
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-118099) (the “Registration Statement”) of Kanbay International, Inc. (“Kanbay”) pertaining to the 8,377,886 shares of Kanbay common stock, par value $0.001 per share, subject to outstanding options and the 2,062,578 shares of Kanbay common stock, par value $0.001 per share, authorized and reserved for issuance under Kanbay’s Stock Incentive Plan and Kanbay’s 1998 Non-Qualified Option Plan, which was filed with the Securities and Exchange Commission and became effective on August 10, 2004.
On October 26, 2006, Kanbay, Cap Gemini SA, a société anonyme organized under the laws of France (“Cap Gemini”), and Capgemini Financial Services, Inc., a Delaware corporation and wholly-owned subsidiary of Cap Gemini (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement and effective on February 9, 2007, (1) Merger Sub merged with and into Kanbay (the “Merger”), with Kanbay continuing as the surviving corporation and an indirect wholly-owned subsidiary of Cap Gemini, and (2) each share of Kanbay common stock outstanding immediately prior to the effective time of the Merger, other than shares held by Kanbay, Cap Gemini, Merger Sub or any of Kanbay’s or Cap Gemini’s respective wholly-owned subsidiaries, or by holders properly exercising appraisal rights under Delaware law, was automatically converted into the right to receive $29.00 in cash, without interest and less any applicable withholding taxes.
As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by Kanbay in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, Kanbay hereby removes from registration the securities of Kanbay registered but unsold under the Registration Statement.
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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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemont, the State of Illinois, on February 9, 2007.
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| By: |
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| /s/ William F. Weissman |
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| Name: |
| William F. Weissman |
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| Title: |
| Executive Vice President and Chief Financial Officer |
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