As filed with the Securities and Exchange Commission on September 27, 2016
Registration No. 333-206560
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OUTERWALL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3156448 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1800 114th Avenue S.E.
Bellevue, Washington 98004
(425) 943-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Galen C. Smith
Chief Financial Officer
Outerwall Inc.
1800 114th Avenue S.E.
Bellevue, Washington 98004
(425) 943-8000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jens M. Fischer
Perkins Coie LLP
1201 Third Avenue, Suite 4900
Seattle, Washington 98101-3099
(206) 359-8000
Approximate date of commencement of proposed sale to the public: Not Applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 | ¨ | |||
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in Its Charter | State or Other | IRS Employer | Primary Standard Industrial Classification Code Number (SIC) | Address, Including Zip Code and | ||||||
Clover One, LLC | DE | — | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
Coinstar International, Inc. | DE | 91-1894114 | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
Coinstar Procurement, LLC | DE | 45-3032218 | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
CUHL Foods, LLC | DE | 27-5088486 | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
CUHL Holdings, LLC | WA | 80-0441670 | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
ecoATM, LLC | DE | 26-3879952 | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
RAR Ventures, LLC | DE | 26-4155256 | 7841 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
Redbox Automated Retail, LLC | DE | 26-0100436 | 7841 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
Redbox Incentives LLC | IL | 80-0771123 | 7841 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
Sesame Holdings, LLC | DE | 37-1460331 | 7200 | c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 (425) 943-8000 | ||||||
EXPLANATORY NOTE
Outerwall Inc. (the “Company”) and its subsidiary guarantor registrants (together with the Company, the “Registrants”) are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by the Registrants on August 25, 2015 (File No. 333-206560) (the “Registration Statement”) to deregister certain securities originally registered by the Registrants pursuant to the Registration Statement.
Effective as of September 27, 2016, as contemplated by the Agreement and Plan of Merger, by and among Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc., the Company and Redbox Automated Retail, LLC, dated July 24, 2016, Aspen Merger Sub, Inc. merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Aspen Parent, Inc. (such transaction, the “Merger”).
As part of the Merger, the Registrants have terminated any and all offerings of the Registrants’ securities pursuant to existing registration statements, including the Registration Statement. In accordance with the undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Registrants’ securities that remain unsold at the termination of the offering, the Registrants hereby remove from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any and all securities registered under the Registration Statement that remain unsold as of the effectiveness of the Merger.
This Post-Effective Amendment No. 1 to the Registration Statement also reflects the conversion and name change of one of the Registrants from ecoATM, Inc. to ecoATM, LLC.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| OUTERWALL INC. | ||
| By: | /s/ Donald R. Rench | |
| Name: Donald R. Rench | ||
Title: Chief Legal Officer, General Counsel and Corporate Secretary | ||
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| CLOVER ONE, LLC | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Vice President and Secretary | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| COINSTAR INTERNATIONAL, INC. | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Secretary | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| COINSTAR PROCUREMENT, LLC | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Secretary | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| CUHL FOODS, LLC | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Secretary | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
S-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| CUHL HOLDINGS, LLC | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Vice President and Secretary | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| ECOATM, LLC | ||
| By: | /s/ David D. Maquera | |
| Name: | David D. Maquera | |
| Title: | President | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| RAR VENTURES, LLC | ||
| By: | REDBOX AUTOMATED RETAIL, LLC, its sole member and manager | |
| /s/ Donald R. Rench | ||
| Name: | Donald R. Rench | |
| Title: | Vice President | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| REDBOX AUTOMATED RETAIL, LLC | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Vice President | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| REDBOX INCENTIVES LLC | ||
| By: | REDBOX AUTOMATED RETAIL, LLC, its sole member and manager | |
| /s/ Donald R. Rench | ||
| Name: | Donald R. Rench | |
| Title: | Vice President | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
S-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27th day of September, 2016.
| SESAME HOLDINGS, LLC | ||
| By: | /s/ Donald R. Rench | |
| Name: | Donald R. Rench | |
| Title: | Vice President and Secretary | |
NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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