As filed with the Securities and Exchange Commission on October 10, 2017
Registration No. 333-178131
Registration No. 333-180137
Registration No. 333-191884
Registration No. 333-197615
Registration No. 333-203583
Registration No. 333-210975
Registration No. 333-216149
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-178131
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-180137
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-191884
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-197615
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-203583
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-210975
Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-216149
UNDER
THE SECURITIES ACT OF 1933
ANGIE’S LIST, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 27-2440197 |
(State or other jurisdiction of |
| (I.R.S. Employer |
1030 E. Washington Street
Indianapolis, IN 46202
(Address of principal executive offices, including zip code)
Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan
Angie’s List, Inc. Employee Stock Purchase Plan
(Full titles of the plans)
Gregg Winiarski
Angie’s List, Inc.
c/o IAC/InterActiveCorp
555 West 18th Street
New York, NY 10011
(212) 314-7300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Alison Z. Preiss, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-2 of the Exchange Act.
Large accelerated filer o | Accelerated filer x | Non-accelerated filer o | Smaller reporting company o |
|
| (Do not check if a | Emerging growth company o |
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 7(a)(2)(B) of the Securities Act. o
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Angie’s List, Inc., a Delaware corporation (the “Company”), remove from registration all shares of common stock, par value $0.001 per share, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”) pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration |
| Date Filed with |
| Name of Equity Plan or |
| Originally Registered Shares |
333-178131 |
| November 23, 2011 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan |
| 3,938,168 |
333-180137 |
| March 15, 2012 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan |
| 2,846,659 |
333-191884 |
| October 24, 2013 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan |
| 2,893,320 |
333-197615 |
| July 24, 2014 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan |
| 2,922,802 |
333-203583 |
| April 23, 2015 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan |
| 2,925,834 |
333-210975 |
| April 28, 2016 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan; Angie’s List, Inc. Employee Stock Purchase Plan |
| 4,685,714 |
333-216149 |
| February 21, 2017 |
| Angie’s List, Inc. Amended and Restated Omnibus Incentive Plan |
| 2,971,039 |
On May 1, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, IAC/InterActiveCorp, a Delaware corporation, ANGI Homeservices Inc., a Delaware Corporation (“ANGI Homeservices”) and Casa Merger Sub, Inc., a Delaware Corporation and a wholly owned subsidiary of the ANGI Homeservices (“Merger Sub”). On September 29, 2017, pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of ANGI Homeservices.
In connection with the Merger, the Company is terminating all offerings of its Shares pursuant to the Registration Statements and deregistering the remaining securities registered but unsold under 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 Shares which remain unsold at the termination of the offerings, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 10th day of October, 2017. No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933.
| ANGIE’S LIST, INC. | ||
|
| ||
| By: | /s/ Joanne Hawkins | |
|
| Name: | Joanne Hawkins |
|
| Title: | Vice President and Assistant Secretary |
