UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-8
Registration Statement No 333-179990
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pageflex, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 45-3751691 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
500 Nickerson Road Marlborough, MA | 01752-4695 | |
(Address of principal executive offices) | (Zip Code) |
Marlborough Software Development Holdings Inc. Incentive Compensation Plan
(Full title of the plan)
James Dore
Executive Vice President and Chief Financial Officer
Pageflex, Inc.
500 Nickerson Road
Marlborough, MA 01752-4695
(Name and address of agent for service)
617-520-8400
(Telephone number, including area code, of agent for service)
COPIES TO:
Gregory L. White, Esq.
Seyfarth Shaw LLP
2 Seaport Lane, Suite 300
Boston, MA 02210-2080
phone: (617) 946-4853
Facsimile: (617) 790-6730
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 | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
DEREGISTRATION OF UNSOLD SECURITIES
Pageflex, Inc., formerly known as Marlborough Software Development Holdings Inc. (the “Company”), is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-179990) (the “Registration Statement”) filed with the SEC on March 8, 2012, pursuant to which the Company registered 1,724,167 shares of the Company’s common stock, par value $0.01 per share, for issuance under the Marlborough Software Development Holdings Inc. Incentive Compensation Plan (the “Plan”).
On August 20, 2013, the Company and Pageflex Acquisitions Inc., a Delaware corporation (“Pageflex”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) and at a special meeting of the Company’s stockholders held in Marlborough, Massachusetts on December 6, 2013, the Company’s stockholders adopted the Merger Agreement by the required vote. On December 6, 2013, Pageflex merged with and into the Company, the separate corporate existence of Pageflex ceased and the Company became the surviving corporation of the merger (the “Merger”).
As a result of the Merger, any offering pursuant to the Registration Statement has been terminated. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statement which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered but unsold under the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, Commonwealth of Massachusetts, on the 7th day of January 2014.
Pageflex, Inc. | ||
By: | /s/ James Dore | |
Name: | James Dore | |
Title: | Executive Vice President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed below by the following persons in the capacities and on the dates indicated:
Name | Position | Date | ||
/s/ Pinhas Romik (Pinhas Romik) | Director, President and Chief Executive Officer (Principal Executive Officer) | January 7, 2014 | ||
/s/ James Dore (James Dore) | Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | January 7, 2014 | ||
/s/ Roni Einav (Roni Einav) | Chairman of the Board, Director | January 7, 2014 | ||
/s/ Amos Kaminski (Amos Kaminski) | Director | January 7, 2014 |
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