King Digital Entertainment (KING) Inactive
Filed: 23 Feb 16, 12:00am
As filed with the Securities and Exchange Commission on February 23, 2016
Registration No. 333-202067
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE Securities Act of 1933
______________________
King Digital Entertainment plc
(Exact Name of Registrant as Specified in Its Charter)
______________________
Ireland |
| Not Applicable |
(State or Other Jurisdiction |
| (I.R.S. Employer |
King Digital Entertainment plc
6th Floor
2 Grand Canal Square
Dublin 2, Ireland
+44 (0) 20 3451 5464
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2014 Equity Incentive Plan |
|
(Full Title of the Plans)
______________________
King.com Inc.
188 King Street, Unit 302
San Francisco, CA 94107
(415) 777-8204
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________
Copies to:
Jeffrey R. Vetter, Esq. James D. Evans, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500
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| Robert Miller Morgan Levine The Ampersand Building 178 Wardour Street London W1F 8FY United Kingdom
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______________________
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ý | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
DEREGISTRATION OF UNSOLD SECURITIES
King Digital Entertainment plc, a public limited company incorporated under the laws of Ireland (the “Company”), is filing this Post-Effective Amendment to withdraw and remove from registration the Company’s unissued and unsold ordinary shares, nominal value $0.00008 per share (the “Ordinary Shares”), and any other securities issuable by the Company, pursuant to the Registration Statement on Form S-8, File No. 333-202067, filed with the U.S. Securities and Exchange Commission on February 13, 2015 (the “Registration Statement”), pertaining to the registration of 16,097,946 Ordinary Shares of the Company under the Company’s 2014 Equity Incentive Plan.
On February 23, 2016, the entire issued and to be issued ordinary share capital of the Company was acquired by ABS Partners C.V., a partnership formed in The Netherlands (“AB Sub”) and a wholly-owned subsidiary of Activision Blizzard, Inc., a Delaware corporation (“AB”), pursuant to the Transaction Agreement dated November 2, 2015 among the Company, AB and AB Sub (the “Acquisition”), by means of a scheme of arrangement under Chapter 1 of Part 9 of the Irish Companies Act 2014 and in accordance with the Irish Takeover Panel Act 1997, Takeover Rules, 2013.
In connection with the completion of the Acquisition, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered that remain unsold at the termination of the offering, the Company is filing this post-effective amendment to deregister all of such securities of the Company registered under the Registration Statement that remained unsold as of the effective time of the Acquisition, if any.
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 Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on the 23rd day of February 2016. No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
KING DIGITAL ENTERTAINMENT PLC |
|
/s/ Riccardo Zacconi
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Name: Riccardo Zacconi |
Title: Chief Executive Officer |
KING.COM INC., as Registrant’s authorized representative in the United States |
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/s/ Riccardo Zacconi
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Name: Riccardo Zacconi |
Title: Chief Executive Officer |