EXPLANATORY NOTE
Deregistration of Securities
These Post-Effective Amendments relate to the following Registration Statements on FormS-8 (collectively, the “Registration Statements”) of Carbonite, Inc. (the “Company”):
File No. 333-229955, filed with the Securities Exchange Commission (the “Commission”) on February 28, 2019, pertaining to the registration of 1,356,925 shares of common stock, $.01 par value per share of the Company (“Common Stock”) issuable under the 2011 Equity Award Plan.
File No. 333-223588, filed with the Commission on March 12, 2018, pertaining to the registration of 1,127,284 shares of Common Stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-218088, filed with the Commission on May 8, 2017, pertaining to the registration of 600,000 shares of Common Stock, $.01 par value per share of the Company issuable under the Carbonite, Inc. Employee Stock Purchase Plan.
File No. 333-216757, filed with the Commission on March 16, 2017, pertaining to the registration of 1,088,671 shares of common stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-210017, filed with the Commission on March 8, 2016, pertaining to the registration of 1,110,272 shares of common stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-202645, filed with the Commission on March 10, 2015, pertaining to the registration of 1,088,309 shares of Common Stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-194332, filed with the Commission on March 5, 2014, pertaining to the registration of 1,061,599 shares of Common Stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-187089, filed with the Commission on March 6, 2013, pertaining to the registration of 1,032,244 shares of Common Stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-179988, filed with the Commission on March 3, 2012, pertaining to the registration of 1,005,493 shares of Common Stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
File No. 333-176373, filed with the Commission on August 17, 2011, pertaining to the registration of 3,515,658 shares of Common Stock, $.01 par value per share of the Company issuable under the Amended and Restated 2005 Stock Incentive Plan, and 1,662,000 shares of Common Stock, $.01 par value per share of the Company issuable under the 2011 Equity Award Plan.
On November 10, 2019, the Company, Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”), and Coral Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of OpenText (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Agreement”). The Agreement contemplated that Merger Sub would be merged with and into the Company (the “Merger”) and that the Company would survive the Merger as a wholly owned subsidiary of OpenText. The Merger became effective on December 24, 2019 (the “Effective Date”) as a result of filing a Certificate of Merger with the Secretary of State of the State of Delaware.
At the Effective Date, each share of common stock of the Company issued and outstanding immediately prior to the Merger (other than each share (i) owned by OpenText or the Company or held by a wholly owned subsidiary of OpenText (including Merger Sub) or the Company, which will be cancelled and cease to exist without any payment being made with respect to such share or (ii) owned by the Company’s stockholders who are entitled to and who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law with respect to such share) was converted into the right to receive $23.00 in cash, without interest, and net of applicable withholding of taxes.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration by means of a post–effective amendment any securities registered under the Registration Statements which remain unsold at the termination of the offering, the Company hereby removes from registration any securities registered under the Registration Statements which remained unsold as of the Effective Date.
