As Filed With the Securities and Exchange Commission
on June 29, 2007
Registration Nos. 333-08987
333-52209
333-36402
333-59444
333-82370
333-107572
333-117879
333-136314
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-08987
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-52209
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-36402
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-59444
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-82370
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-107572
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-117879
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8 Registration Statement No. 333-136314
UNDER
THE SECURITIES ACT OF 1933
KRONOS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts |
| 04-2640942 |
(State or Other Jurisdiction of |
| (I.R.S. Employer |
Incorporation or Organization) |
| Identification No.) |
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297 Billerica Road, Chelmsford, |
| 01824 |
Massachusetts |
| (Zip Code) |
(Address of Principal Executive Offices) |
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KRONOS INCORPORATED 1992 EQUITY INCENTIVE PLAN
KRONOS INCORPORATED 1992 EMPLOYEE STOCK PURCHASE PLAN
KRONOS INCORPORATED 2002 STOCK INCENTIVE PLAN
KRONOS INCORPORATED 2003 EMPLOYEE STOCK PURCHASE PLAN
KRONOS INCORPORATED AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN
(Full Title of the Plan)
Paul A. Lacy
Kronos Incorporated
297 Billerica Road
Chelmsford, Massachusetts 01824
(978) 250-9800
(Name, address and telephone number, including area code, of Agent for Service)
With copies to:
William Dougherty |
| John Pomerance |
Simpson Thacher & Bartlett LLP |
| Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
425 Lexington Avenue |
| One Financial Center |
New York, New York, 10017 |
| Boston, Massachusetts, 02111 |
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 of Kronos Incorporated (the “Registrant”) (collectively, the “Registration Statements”):
File No. 333-08987, pertaining to the registration of 412,500 shares of the Registrant’s common stock, par value $0.01 per share, issuable under the Registrant’s 1992 Equity Incentive Plan, which was filed with the Securities and Exchange Commission (the “SEC”) on July 26, 1996.
File No. 333-52209, pertaining to the registration of 1,000,000 shares of the Registrant’s common stock, par value $0.01 per share, issuable under the Registrant’s 1992 Equity Incentive Plan, which was filed with the SEC on May 8, 1998.
File No. 333-36402, pertaining to the registration of 300,000 shares of the Registrant’s common stock, par value $0.01 per share, issuable under the Registrant’s 1992 Employee Stock Purchase Plan, which was filed with the SEC on May 5, 2000.
File No. 333-59444, pertaining to the registration of 1,000,000 shares of the Registrant’s common stock, par value $0.01 per share, issuable under the Registrant’s 1992 Equity Incentive Plan, which was filed with the SEC on April 24, 2001.
File No. 333-82370, pertaining to the registration of 1,700,000 shares of the Registrant’s common stock, par value $0.01 per share, under the Registrant’s 2002 Stock Incentive Plan, which was filed with the SEC on February 8, 2002.
File No. 333-107572, pertaining to the registration of 750,000 shares of the Registrant’s common stock, par value $0.01 per share, under the Registrant’s 2003 Employee Stock Purchase Plan, which was filed with the SEC on August 1, 2003.
File No. 333-117879, pertaining to the registration of 2,450,000 shares of the Registrant’s common stock, par value $0.01 per share, under the Registrant’s 2002 Stock Incentive Plan, which was filed with the SEC on August 2, 2004.
File No. 333-136314, pertaining to the registration of 4,000,000 shares of the Registrant’s common stock, par value $0.01 per share, under the Registrant’s Amended and Restated 2002 Stock Incentive Plan, which was filed with the SEC on August 4, 2006.
On March 22, 2007, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Seahawk Acquisition Corporation, a Delaware corporation (“Parent”), and Seahawk Merger Sub Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Under the terms of the Merger Agreement, Merger Sub will be merged with and into the Registrant, with the Registrant continuing as the surviving corporation and a wholly-owned subsidiary of Parent (the “Merger”). Parent is owned by affiliates of Hellman & Friedman LLC and JMI Equity, private investment firms. The closing for the Merger (the “Closing”) has occurred, and the Merger became effective, on June 11, 2007 pursuant to the Articles of Merger filed on the same date with the Secretary of State of the Commonwealth of Massachusetts.
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, as amended, the Registrant hereby de-registers any and all shares of Common Stock originally reserved for issuance under the Registrant’s 1992 Equity Incentive Plan, 1992 Employee Stock Purchase Plan, Amended and Restated 2002 Stock Incentive Plan, and 2003 Employee Stock Purchase Plan, and registered under the Registration Statements on Forms S-8 listed above, filed with the SEC on the dates listed above, which have not been issued.
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chelmsford, State of Massachusetts, on this 29th day of June, 2007.
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| KRONOS INCORPORATED | |
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| By: | /s/ Aron J. Ain |
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| Aron J. Ain, Chief Executive Officer | |
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears below hereby constitutes and appoints Aron J. Ain and Mark V. Julien, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the registration statements on Form S-8 have been signed below by the following persons in the capacities indicated on the date indicated below
Date: | June 29, 2007 |
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Signature |
| Title |
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/s/ Aron J. Ain |
| Chief Executive Officer and Director |
Aron J. Ain |
| (Principal Executive Officer) |
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/s/ Mark V. Julien |
| Chief Financial Officer |
Mark V. Julien |
| (Principal Financial Officer) |
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/s/ David R. Tunnell |
| Director |
David R. Tunnell |
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/s/ F. Warren Hellman |
| Director |
F. Warren Hellman |
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