As filed with the Securities and Exchange Commission on June 22, 2011
Registration Statement No. 333-162468
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
CKX, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 7812 | 27-0118168 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
650 Madison Avenue
New York, New York 10022
(212) 838-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Howard J. Tytel
CKX, Inc.
650 Madison Avenue
New York, New York 10022
(212) 838-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Approximate date of commencement of proposed sale to the public: from time to time after the effective date of this Registration Statement.
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. ¨
If this Form is a registration statement 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. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x | |||||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Form S-3 Registration Statement, Registration No. 333-162468, filed on October 14, 2009 (the “Prior Registration Statement”), which registered an aggregate amount of 7,850,000 shares of common stock of CKX, Inc. (the “Company”), par value $0.01 per share.
On May 10, 2011, CKX Entertainment, Inc. (f/k/a Colonel Holdings, Inc.), a Delaware corporation (“Parent”), Colonel Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, entered into an Agreement and Plan of Merger, which was amended on May 17, 2011 (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as an indirect wholly-owned subsidiary of Parent (the “Merger”). The Certificate of Ownership and Merger was filed with the Secretary of State of the State of Delaware on June 21, 2011 and the Merger became effective on such date.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the Prior Registration Statement. Accordingly, the Company hereby removes from registration the securities of the Company previously registered but not sold or otherwise issued as of the filing of this Post-Effective Amendment No. 1 under the Prior Registration Statement.
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-3 and has duly caused this Post-Effective Amendment No. 1 to the Prior Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on June 22, 2011.
| CKX, INC. | ||
| By: | /s/ Kelly Pontano | |
| Name: Kelly Pontano | ||
| Title: Senior Counsel and Vice President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Prior Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Dated: June 22, 2011 | By: | /s/ Michael G. Ferrel | ||||
| Name: Michael G. Ferrel | ||||||
| Title: Chief Executive Officer | ||||||
| (Principal Executive Officer) | ||||||
Dated: June 22, 2011 | By: | /s/ Thomas P. Benson | ||||
| Name: Thomas P. Benson | ||||||
| Title: Chief Financial Officer, Executive Vice President and Treasurer | ||||||
| (Principal Financial and Accounting Officer) | ||||||
Dated: June 22, 2011 | By: | /s/ Michael G. Ferrel | ||||
| Name: Michael G. Ferrel | ||||||
| Title: Director | ||||||
Dated: June 22, 2011 | By: | /s/ Aaron Stone | ||||
| Name: Aaron Stone | ||||||
| Title: Director | ||||||
Dated: June 22, 2011 | By: | /s/ Darren Glatt | ||||
| Name: Darren Glatt | ||||||
| Title: Director | ||||||
Dated: June 22, 2011 | By: | /s/ Barry Siegel | ||||
| Name: Barry Siegel | ||||||
| Title: Director | ||||||
Dated: June 22, 2011 | By: | /s/ Priscilla Presley | ||||
| Name: Priscilla Presley | ||||||
| Title: Director | ||||||
