As filed with the Securities and Exchange Commission on December 17, 2010
Registration No. 333-143681
UNITED STATES
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
ACTIVIDENTITY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware |
| 45-0485038 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification Number) |
6623 Dumbarton Circle
Fremont, California 94555
(Address of principal executive offices)
2004 Equity Incentive Plan
(Full title of the plan)
William West
6623 Dumbarton Circle
Fremont, California 94555
(510) 574-0100
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Terence Jones, Esq.
Wiggin and Dana LLP
One Century Tower
265 Church Street
New Haven, Connecticut 06510-7001
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 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 |
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EXPLANATORY NOTE
ActivIdentity Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 12, 2007 (File No. 333-143681) (the “Registration Statement”) to deregister shares (the “Shares”) of the Registrant’s common stock, par value $0.001 per share, originally registered by the Registrant pursuant to the Registration Statement.
On October 11, 2010, ASSA ABLOY Inc., an Oregon corporation (“ASSA US”) FitAcquisition, Inc., a Delaware corporation and a wholly owned subsidiary of ASSA US (“Merger Sub”), and the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Registrant, with the Registrant becoming a wholly owned subsidiary of ASSA US and part of ASSA US’ HID Global business (the “Merger”) and the conversion of all outstanding shares of the Registrant’s common stock, par value $0.001 per share, and associated preferred stock purchase rights (the “Common Stock”) into the right to receive $3.25 in cash, without interest and less any applicable withholding taxes.
On December 16, 2010, ASSA US acquired all outstanding shares of the Common Stock and subsequently effected the Merger in accordance with the Delaware General Corporation Law. The Merger became effective on December 16, 2010, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware.
Following the completion of the Merger, the Registrant terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all Shares registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.
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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on December 16, 2010.
| ACTIVIDENTITY CORPORATION | ||
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| By: | /S/ WILLIAM WEST | |
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| William West |
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| President |
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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/S/ WILLIAM WEST |
| President and Director |
| December 16, 2010 |
William West |
| (Principal Executive Officer) |
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/S/ DENIS HÉBERT |
| Director |
| December 16, 2010 |
Denis Hébert |
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