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 being 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please 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 ¨ | | Smaller reporting company ¨ |
| | | | | (Do not check if a smaller reporting company) | | |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Rural/Metro Corporation, a Delaware corporation (“Rural/Metro” or the “Registrant”):
1. Registration Statement No. 333-150011, pertaining to the registration of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) under the Rural/Metro Corporation 2008 Incentive Stock Plan, previously filed with the Securities and Exchange Commission (“SEC”) on April 1, 2008;
2. Registration Statement No. 333-76826, pertaining to the registration of shares of Common Stock, under the Rural/Metro Corporation Employee Stock Purchase Plan, previously filed with the SEC on January 16, 2002;
3. Registration Statement No. 333-61412, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation Employee Stock Purchase Plan, previously filed with the SEC on May 22, 2001;
4. Registration Statement No. 333-49004, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation 2000 Non-Qualified Stock Option Plan, previously filed with the SEC on October 31, 2000;
5. Registration Statement No. 333-68161, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation Stock Grant Agreements, previously filed with the SEC on December 1, 1998;
6. Registration Statement No. 333-64139, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation 1992 Stock Option Plan previously filed with the SEC on September 23, 1998;
7. Registration Statement No. 333-62983, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation Employee Stock Purchase Plan, previously filed with the SEC on September 4, 1998;
8. Registration Statement No. 333-62517, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation Retirement Savings Value Plan 401(k), previously filed with the SEC on August 31, 1998;
9. Registration Statement No. 33-07457, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation Stock Grant Agreements, previously filed with the SEC on July 2, 1996, as amended on July 9, 1996 and November 10, 1997;
10. Registration Statement No. 33-02818, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation 1992 Stock Option Plan, previously filed with the SEC on March 17, 1996;
11. Registration Statement No. 33-88302, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation 1992 Stock Option Plan, previously filed with the SEC on January 9, 1995;
12. Registration Statement No. 33-80454, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation Employee Stock Purchase Plan, previously filed with the SEC on July 17, 1994; and
13. Registration Statement No. 33-76526, pertaining to the registration of shares of Common Stock under the Rural/Metro Corporation 1989 Stock Option Plan, 1992 Stock Option Plan, previously filed with the SEC on March 16, 1994.
Such Post-Effective Amendments are being filed to deregister all of the shares of Common Stock previously registered under the above Registration Statements on Form S-8 and remaining available thereunder.
On March 28, 2011, Rural/Metro, WP Rocket Holdings Inc. (f/k/a WP Rocket Holdings LLC), a Delaware corporation (“Parent”), and WP Rocket Merger Sub, Inc. (“Merger Sub”), a Delaware corporation and a wholly owned subsidiary of Parent, entered into an Agreement and Plan of Merger (the “Merger Agreement”). On June 30, 2011, pursuant to the Merger Agreement, and upon the terms and conditions thereof, Merger Sub was merged with and into Rural/Metro, with Rural/Metro surviving the merger as a wholly owned subsidiary of Parent. In connection therewith, each share of Rural/Metro’s Common Stock, other than any shares owned by Rural/Metro as treasury stock, any shares owned by any subsidiary of Parent, and any shares owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent, was converted into the right to receive $17.25 in cash, without interest thereon and less any required withholding taxes.
Accordingly, Rural/Metro has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with undertakings made by Rural/Metro in the Registration Statements 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 offerings, Rural/Metro hereby removes from registration any securities registered and unsold under the Registration Statements, if any.
As no securities are being registered herein, the sole purpose of this filing being to terminate and deregister, the disclosure requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
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 an amendment 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 Scottsdale, State of Arizona, on this 30th day of June, 2011.
| | RURAL/METRO CORPORATION |
| | | |
| | By: | /s/ Michael DiMino |
| | Name: | Michael P. DiMino |
| | Title: | President and Chief Executive Officer |
POWER OF ATTORNEY
Each of the undersigned officers and directors of the Company hereby severally constitutes and appoints Michael P. DiMino and Kristine B. Ponczak, and each of them, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (unless revoked in writing) to sign these Post-Effective Amendments to the Registration Statements on Form S-3 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as the undersigned might and could do in person hereby ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, these Post-Effective Amendments have been signed by the following persons in the capacities and on the date indicated.
| | | | |
| | President, Chief Executive Officer and Director | | June 30, 2011 |
Michael P. DiMino /s/ Kristine B. Ponczak | | (Principal Executive Officer) Senior Vice President and Chief Financial Officer | | June 30, 2011 |
Kristine B. Ponczak /s/ Donna Berlinski | | (Principal Financial Officer) Vice President and Corporate Controller | | June 30, 2011 |
/s/ Christopher S. Shackelton | | (Principal Accounting Officer) Chairman of the Board of Directors | | June 30, 2011 |
Christopher S. Shackelton /s/ Conrad A. Conrad | | Director | | June 30, 2011 |
| | Director | | June 30, 2011 |
| | Director | | June 30, 2011 |
| | Director | | June 30, 2011 |
| Henry G. Walker | | | | |
