As filed with the Securities and Exchange Commission on July [__], 2011
Registration No. 333-134958
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT No. 2 TO REGISTRATION NO.
333-134958
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Verigy Ltd.
(Exact name of registrant as specified in its charter)
Singapore (State or other jurisdiction of incorporation or organization) | | N/A (I.R.S. Employer Identification No.) |
No. 1 Yishun Ave. 7
Singapore 768923
(Address of Principal Executive Offices)
2006 Equity Incentive Plan
2006 Employee Share Purchase Plan
(Full title of the plan)
Margo Smith, Esq.
Verigy Ltd.
c/o Verigy US Inc.
10100 North Tantau Avenue
Cupertino, California 95014
(408) 864-2900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Kenton J. King
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
(650) 470-4500
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
On June 12, 2006, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, File No. 333-134958 (the “Registration Statement”), registering 10,300,000 ordinary shares, no par value, of the Company (the “Ordinary Shares”), issuable under the 2006 Equity Incentive Plan and 1,700,000 Ordinary Shares issuable under the 2006 Employee Share Purchase Plan as provided in the Registration Statement.
On July 4, 2011, pursuant to the terms of the Implementation Agreement, by and between Advantest Corporation, a company organized under the laws of Japan, and Registrant, dated March 28, 2011, the Registrant became a wholly owned subsidiary of Advantest Corporation (the "Transaction”). As a result of the Transaction, the Registrant has terminated all offerings of the Ordinary Shares pursuant to the Registration Statement.
In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Ordinary Shares registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statement and, by means of this post-effective amendment, removes from registration any and all Ordinary Shares that had been registered for issuance but remain unsold under the Registration Statement.
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 this Post-Effective Amendment No. 2 to Form S-8 and has duly caused this Post-Effective Amendment No. 2 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on the 18 day of July, 2011.
| | VERIGY LTD. |
| | |
| | |
| | |
| | By: | /s/ Jorge Titinger |
| | Name : | Jorge Titinger |
| | Title : | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Form S-8 has been signed by the following persons in the capacities indicated below on the 18 day of July, 2011.
| SIGNATURE | | TITLE |
/s/ Jorge Titinger | | President and Chief Executive Officer (Principal |
| Jorge Titinger | | Executive Officer); Director |
| | | |
/s/ Robert J. Nikl | | Chief Financial Officer and Treasurer (Principal |
| Robert J. Nikl | | Accounting and Financial Officer); Director |
| | | |
/s/ Yuichi Kurita | | Director |
| Yuichi Kurita | | |
| | | |
/s/ Warren Kocmond | | Director; Executive Vice President |
| Warren Kocmond | | |
/s/ Pascal Rondé | | Director; Executive Vice President |
| Pascal Rondé | | |
| | | |
/s/ Hans-Juergen Wagner | | Director; Executive Vice President |
| Hans-Juergen Wagner | | |
| | | |
/s/ Paul Lau | | Director |
| Paul Lau | | |
