As filed with the Securities and Exchange Commission on May 3, 2012
Registration No. 333-175131
Registration No. 333-160905
Registration No. 333-157780
Registration No. 333-131059
Registration No. 333-116910
Registration No. 333-106454
Registration No. 333-78777
Registration No. 333-16213
Registration No. 033-59115
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-175131
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-160905
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-157780
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-131059
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-116910
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-106454
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-78777
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-16213
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 033-59115
UNDER
THE SECURITIES ACT OF 1933
TRANSCEND SERVICES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 33-0378756 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) |
One Glenlake Parkway
Suite 1325
Atlanta, Georgia 30328
(Address of principal executive offices)
TRANSCEND SERVICES, INC. 2009 STOCK INCENTIVE PLAN (AS AMENDED)
TRANSCEND SERVICES, INC. 2009 STOCK INCENTIVE PLAN
TRANSCEND SERVICES, INC. 2007 STOCK INCENTIVE PLAN
TRANSCEND SERVICES, INC. 2005 STOCK INCENTIVE PLAN
TRANSCEND SERVICES, INC. 2003 STOCK INCENTIVE PLAN
TRANSCEND SERVICES, INC. 2001 STOCK OPTION PLAN
1992 STOCK OPTION PLAN
BOTTOMLEY AND ASSOCIATES, INC. 1991 STOCK OPTION PLAN
(Full Titles of Plans)
Thomas L. Beaudoin
President and Treasurer
One Wayside Road
Burlington, MA 01803
(781) 565-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Robert Sanchez
Daniel Peale
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1700 K Street NW
Washington, DC 20006
(202) 973-8800
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 | ¨ | Smaller reporting company | ¨ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements of Transcend Services, Inc. (“Transcend”) on Form S-8 (collectively, the “Registration Statements”):
1. | Registration Statement No. 033-59115, registering 682,622 shares of common stock, par value $0.01 per share, of Tricare, Inc. (the predecessor to Transcend) under the Bottomley & Associates, Inc. 1991 Stock Option Plan, effective May 24, 1995 as previously filed with the Securities and Exchange Commission on May 5, 1995; |
2. | Registration Statement No. 333-16213, registering 715,000 additional shares of common stock, par value $0.01 per share, of Transcend under the 1992 Stock Option Plan, as amended and restated, effective November 15, 1996, as previously filed with the SEC on November 15, 1996; |
3. | Registration Statement No. 333-78777, registering 750,000 additional shares of common stock, par value $0.01 per share, of Transcend under the 1992 Stock Option Plan, as amended and restated, effective May 19, 1999, as previously filed with the SEC on May 19, 1999; |
4. | Registration Statement No. 333-106454, registering 400,000 shares of common stock, par value $0.05 per share, of Transcend (the “Common Stock”) under the 2001 Stock Option Plan, effective June 25, 2003, as previously filed with the SEC on June 25, 2003; |
5. | Registration Statement No. 333-116910, registering 350,000 shares of Common Stock under the 2003 Stock Incentive Plan, effective June 28, 2004, as previously filed with the SEC on June 28, 2004; |
6. | Registration Statement No. 333-131059, registering 250,000 shares of Common Stock under the 2005 Stock Incentive Plan, effective January 17, 2006, as previously filed with the SEC on January 17, 2006; |
7. | Registration Statement No. 333-157780, registering 300,000 shares of Common Stock under the 2007 Stock Incentive Plan, effective March 9, 2009, as previously filed with the SEC on March 9, 2009; |
8. | Registration Statement No. 333-160905, registering 400,000 shares of Common Stock under the 2009 Stock Incentive Plan, effective July 30, 2009, as previously filed with the SEC on July 30, 2009; |
9. | Registration Statement No. 333-175131, registering 500,000 shares of Common Stock under the 2009 Stock Incentive Plan, as amended and restated, effective June 24, 2011, as previously filed with the SEC on June 24, 2011. |
On March 6, 2012, Nuance Communications, Inc., a Delaware corporation (“Nuance”), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Nuance (“Purchaser”), and Transcend entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Purchaser commenced a tender offer for all of the outstanding shares of Common Stock of Transcend. The tender offer was completed on April 25, 2012.
As a result of the tender offer, Purchaser acquired over 90% of the outstanding shares of Common Stock. Pursuant to the terms of the Merger Agreement, Nuance effected a short-form merger of Purchaser with and into Transcend, with Transcend continuing as the surviving corporation and a wholly owned subsidiary of Nuance (the “Merger”). The Merger became effective on April 26, 2012, thus completing Nuance’s acquisition of Transcend.
The offerings contemplated by the Registration Statements have been terminated. In accordance with an undertaking made by Transcend in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offering, Transcend hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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-8 and has duly caused this Post-Effective Amendment to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, State of Massachusetts, on May 3, 2012.
TRANSCEND SERVICES, INC. | ||
By: | /s/ Thomas L. Beaudoin | |
Thomas L. Beaudoin | ||
President and Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Thomas L. Beaudoin Thomas L. Beaudoin | President and Treasurer and Director (principal executive officer, principal financial officer and | May 3, 2012 | ||
/s/ Todd DuChene Todd DuChene | Secretary and Director | May 3, 2012 |