As filed with the Securities and Exchange Commission on June 23, 2015
Registration No. 333-163603
Registration No. 333-167032
Registration No. 333-172633
Registration No. 333-183358
Registration No. 333-185602
Registration No. 333-191043
Registration No. 333-194036
Registration No. 333-198003
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-163603
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-167032
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172633
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-183358
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-185602
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-191043
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-194036
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-198003
UNDER THE SECURITIES ACT OF 1933
AOL INC.
(Exact Name of Registrant as specified in its charter)
| Delaware | 770 Broadway New York, New York 10003 | 20-4268793 | ||
(State or other jurisdiction of incorporation or organization) | (Address including zip code of Principal Executive Offices) | (I.R.S. Employer Identification No.) |
AOL INC. 2010 STOCK INCENTIVE PLAN
AMENDED AND RESTATED AOL INC. 2010 STOCK INCENTIVE PLAN
THEHUFFINGTONPOST.COM, INC. LONG-TERM INCENTIVE PLAN
AOL INC. 2012 EMPLOYEE STOCK PURCHASE PLAN
ADAP.TV, INC. 2007 STOCK INCENTIVE PLAN
PROJECT ROVER, INC. 2009 EQUITY INCENTIVE PLAN
(Full title of the plans)
Julie M. Jacobs
General Counsel
22000 AOL Way
Dulles, VA 20166
(703) 265-1000
(Name, address and telephone number, including area code, of agent for service)
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by AOL Inc., a Delaware corporation (“AOL”) with the Securities and Exchange Commission (the “Commission”):
| • | Registration Statement No. 333-163603, filed with the Commission on December 9, 2009, pertaining to the registration of shares of common stock, par value $0.01 per share, of AOL (“Shares”) under the AOL Inc. 2010 Stock Incentive Plan; |
| • | Registration Statement No. 333-167032, filed with the Commission on May 24, 2010, pertaining to the registration of Shares under the Amended and Restated AOL Inc. 2010 Stock Incentive Plan; |
| • | Registration Statement No. 333-172633, filed with the Commission on March 7, 2011, pertaining to the registration of Shares under the TheHuffingtonPost.com, Inc. Long-Term Incentive Plan; |
| • | Registration Statement No. 333-183358, filed with the Commission on August 16, 2012, pertaining to the registration of additional Shares under the Amended and Restated AOL Inc. 2010 Stock Incentive Plan and Shares under the AOL Inc. 2012 Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-185602, filed with the Commission on December 21, 2012, pertaining to the registration of additional Shares under the AOL Inc. 2012 Employee Stock Purchase Plan; |
| • | Registration Statement No. 333-191043, filed with the Commission on September 6, 2013, pertaining to the registration of Shares under the Adap.tv, Inc. 2007 Stock Incentive Plan; |
| • | Registration Statement No. 333-194036, filed with the Commission on February 19, 2014, pertaining to the registration of additional Shares under the Adap.tv, Inc. 2007 Stock Incentive Plan and Shares under the Project Rover, Inc. 2009 Equity Incentive Plan; and |
| • | Registration Statement No. 333-198003, filed with the Commission on August 8, 2014, pertaining to the registration of additional Shares under the AOL Inc. 2010 Stock Incentive Plan. |
On June 23, 2015, pursuant to the Agreement and Plan of Merger, dated as of May 12, 2015, by and among Verizon Communications Inc., a Delaware corporation (“Verizon”), Hanks Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Verizon (“Acquisition Sub”), and AOL, Acquisition Sub merged with and into AOL (the “Merger”), with AOL surviving the Merger as a wholly owned subsidiary of Verizon.
In connection with the Merger, AOL has terminated any and all offerings of AOL’s securities pursuant to the Registration Statements. Accordingly, AOL hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by AOL in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities registered but unsold under each Registration Statement 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 Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 23, 2015.
| AOL Inc. | ||
| By: | /s/ Julie M. Jacobs | |
| Name: | Julie M. Jacobs | |
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |
Note: Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements.