As filed with the Securities and Exchange Commission on July 6, 2017
Registration Statement No. 333-211139
Registration Statement No. 333-212484
Registration Statement No. 333-213954
Registration Statement No. 333-214736
Registration Statement No. 333-217482
Registration Statement No. 333-217485
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 2 to
Form S-8
Registration Statement No. 333-211139
Post-Effective Amendment No. 2 to
Form S-8
Registration Statement No. 333-212484
Post-Effective Amendment No. 1 to
Form S-8
Registration Statement No. 333-213954
Post-Effective Amendment No. 1 to
Form S-8
Registration Statement No. 333-214736
Post-Effective Amendment No. 1 to
Form S-8
Registration Statement No. 333-217482
Post-Effective Amendment No. 1 to
Form S-8
Registration Statement No. 333-217485
UNDER
THE SECURITIES ACT OF 1933
CARDCONNECT CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 46-5380892 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1000 Continental Drive, Suite 300
King of Prussia, PA 19406
(484) 581-2200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Options Assumed by CardConnect Corp.
Originally Granted Under the
FTS Holding Corporation 2010 Stock Option Plan
CardConnect Corp. 2016 Omnibus Equity Compensation Plan
Non-Qualified Stock Option Agreement
(Full Title of the Plan)
Jeffrey Shanahan
Chief Executive Officer and President
CardConnect Corp.
1000 Continental Drive, Suite 300
King of Prussia, PA 19406
(484) 581-2200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael J. Aiello
Matthew J. Gilroy
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
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 . ☐
DEREGISTRATION OF SECURITIES
CardConnect Corp., a Delaware corporation (the “Company”), is filing these post-effective amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”), which have been previously filed with the U.S. Securities and Exchange Commission (the “SEC”), to deregister any and all securities that remain unsold under each Registration Statement as of the date hereof:
| 1. | Registration Statement No. 333-211139 filed with the SEC on May 4, 2016 and Registration Statement No. 333-212484 filed with the SEC on July 12, 2016, and as amended by Post-Effective Amendment No. 1 filed with the SEC on October 4, 2016, registering 2,664,023 shares of common stock of the Company, par value $0.001 per share (“Common Stock”), that may be issued pursuant to the FTS Holding Corporation 2010 Stock Option Plan; |
| 2. | Registration Statement No. 333-213954 filed with the SEC on October 4, 2016, registering 3,796,296 shares of Common Stock under the CardConnect Corp. 2016 Omnibus Equity Compensation Plan; |
| 3. | Registration Statement No. 333-214736 filed with the SEC on November 21, 2016, registering 1,000,000 shares of Common Stock under the CardConnect Corp. 2016 Omnibus Equity Compensation Plan; |
| 4. | Registration Statement No. 333-217482 filed with the SEC on April 26, 2017, registering 200,000 shares of Common Stock under the Non-Qualified Stock Option Agreement; and |
| 5. | Registration Statement No. 333-217485 filed with the SEC on April 26, 2017, registering 400,000 shares of Common Stock under the Non-Qualified Stock Option Agreement. |
Pursuant to the terms of the Agreement and Plan of Merger, dated as of May 26, 2017, by and among First Data Corporation (“First Data”), Minglewood Merger Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of First Data, and the Company, Merger Sub merged with and into the Company (the “Merger”), and the Company became a wholly-owned subsidiary of First Data. The Merger became effective at 8:00 AM EDT on July 6, 2017 (the “Effective Time”) pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger (other than shares of Common Stock owned by the Company, First Data, Merger Sub or any of their respective subsidiaries immediately prior to the Effective Time and shares of Common Stock with respect to which appraisal has been properly demanded pursuant to Delaware law and not withdrawn) was cancelled and converted into the right to receive $15.00 in cash, without interest and subject to any required tax withholding.
As a result of the Merger, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements, including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offerings, the Company hereby removes from registration all securities of the Company registered under the Registration Statements but unsold, if any. 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, as amended, 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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska, on this 6th day of July, 2017.
| CARDCONNECT CORP. | ||
| By: | /s/ Stanley J. Andersen | |
Stanley J. Andersen Vice President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the date indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Jeffrey Shanahan Jeffrey Shanahan | Chief Executive Officer and President (Principal Executive Officer) | July 6, 2017 | ||
/s/ Charles Bernicker Charles Bernicker | Chief Financial Officer (Principal Financial Officer) | July 6, 2017 | ||
/s/ Anthony Hrzic Anthony Hrzic | Controller (Principal Accounting Officer) | July 6, 2017 | ||
/s/ Stanley J. Andersen Stanley J. Andersen | Director | July 6, 2017 | ||
/s/ Gretchen A. Herron Gretchen A. Herron | Director | July 6, 2017 | ||
