As filed with the Securities and Exchange Commission on July 2 2019
RegistrationNo. 333- 217874
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
AMBER ROAD, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 22-2590301 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(Address, including zip code, of registrant’s principal executive offices)
2012 Omnibus Incentive Compensation Plan
(Full title of the plan)
Laura Fese
Vice President and Secretary
Amber Road, Inc.
One Meadowlands Plaza
East Rutherford, New Jersey 07073
(201)935-8588
(Name and address, and telephone number, including area code, of agent for service)
Copies to:
Morgan D. Elwyn
Robert A. Rizzo
Claire E. James
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212)728-8000
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 13(a) of the Exchange Act. ☒
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement of Amber Road, Inc., a Delaware corporation (“Amber Road”), on FormS-8 (RegistrationNo. 333-217874), filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2017 (the “Registration Statement”), which registered the offering of 4,500,000 additional shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), pursuant to the Company’s 2012 Omnibus Incentive Compensation Plan, as amended (the “2012 Plan”).
On July 2, 2019, pursuant to the Agreement and Plan of Merger, dated as of May 12, 2019 (the “Merger Agreement”), by and among Amber Road, Eagle Parent Holdings, LLC, a Delaware limited liability company (“Parent”). Chicago Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and solely for purposes of Section 9.17 thereof, E2open, LLC, Purchaser merged with and into Amber Road with Amber Road surviving as an indirect wholly owned subsidiary of Parent (the “Merger”). As a result of the Merger, Amber Road 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 Amber Road in the Registration Statement to remove from registration by means of a post-effective amendment, any shares of Common Stock that remain unsold or redeemed at the termination of the offering, Amber Road hereby removes and withdraws from registration all securities of Amber Road registered pursuant to the Registration Statement that remain unsold as of the date hereof.
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 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 East Rutherford, State of New Jersey, on July 2, 2019.
| AMBER ROAD, INC. | ||
| By: | /s/ Laura Fese | |
| Laura Fese | ||
| Vice President and Secretary | ||
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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