As filed with the Securities and Exchange Commission on March 18, 2013
Registration No. 333-146522
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LODGENET INTERACTIVE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 43-0371161 |
(State or Other Jurisdiction of Incorporation or Organization) |
| (I.R.S. Employer Identification No.) |
3900 West Innovation Street Sioux Falls, South Dakota 57017 (605) 988-1000 |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
James G. Naro and Frank P. Elsenbast
Co-Chief Executive Officers
LodgeNet Interactive Corporation
3900 West Innovation Street
Sioux Falls, South Dakota 57017
(605) 988-1000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
Mark S. Weitz, Esq.
Leonard, Street and Deinard Professional Association
150 South Fifth Street, Suite 2300
Minneapolis, Minnesota 55402
(612) 335-1500
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
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. o
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. o
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. o
If this Form is a registration statement filed 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. o
If this Form is a post-effective amendment to a registration statement filed 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. o
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.
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Non-accelerated filer | x | (Do not check if a smaller reporting company) |
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to Form S-3 relates to the Registration Statement on Form S-3 (333-146522), filed with the Securities and Exchange Commission on October 5, 2007 (the “Registration Statement”) by LodgeNet Interactive Corporation, a Delaware corporation (the “Company”). The Registration Statement registered the resale of up to 1,000,000 shares of the Company’s common stock, par value $0.01 per share, by the selling stockholders thereunder.
On December 30, 2012, the Company entered into an Investment Agreement (the “Investment Agreement”) with Colony Capital, LLC and its affiliate, Col-L Acquisition, LLC (“Colony”) and certain other investors, pursuant to which Colony and such other investors will invest $60 million of new capital in the Company, with an option to invest up to an additional $30 million to support a proposed recapitalization of the Company. Pursuant to the terms of the Investment Agreement, on January 27, 2013, the Company and all of its direct and indirect domestic subsidiaries filed a voluntary petition for reorganization under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), in the proceeding titled In re: LodgeNet Interactive Corp., et al., Case No. 13-10238 (the “Bankruptcy Case”). The Bankruptcy Case was filed in order to effect the Company’s pre-packaged plan of reorganization (the “Plan”), which is based on the recapitalization to be effected under the Investment Agreement.
Upon the closing (the “Closing”) of the recapitalization transactions contemplated by the Investment Agreement and the Plan (the “Transactions”), among other things, all of the capital stock of the Company (including any rights to acquire capital stock of the Company) issued, or outstanding as of the date immediately prior to the Closing, will be cancelled without receiving any distribution, and the Company will issue to Colony and the other investors, or their designees, shares of new common stock of the Company (the “New Common Stock”) representing 100% of the issued and outstanding shares of New Common Stock as of the date of the Closing. The Closing of the Transactions is subject to various closing conditions, including, among others, bankruptcy court confirmation of the Plan.
On March 7, 2013, the Bankruptcy Court entered an order confirming the Plan. The Plan provides that it will become effective upon the completion of certain conditions precedent, including other closing conditions under the Investment Agreement. The Company expects that all such closing conditions will be met and the Closing of the Transactions will occur on or before April 1, 2013.
As a result of the Plan becoming effective on the Closing, the outstanding common stock of the Company, including the shares of common stock offered pursuant to the Registration Statement, will be cancelled and the offering under the Registration Statement will be terminated. In accordance with undertakings made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Company hereby removes from registration the securities registered but unsold under the Registration Statement.
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-3 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sioux Falls, State of South Dakota, on March 18, 2013.
| LodgeNet Interactive Corporation | |
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| By: | /s/ James G. Naro |
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| James G. Naro |
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| Co-Chief Executive Officer |
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| and General Counsel |
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/s/ James G. Naro |
| Co-Chief Executive Officer |
| March 18, 2013 |
James G. Naro |
| and General Counsel |
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| (Principal Executive Officer) |
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/s/ Frank P. Elsenbast |
| Co-Chief Executive Officer |
| March 18, 2013 |
Frank P. Elsenbast |
| and Chief Financial Officer |
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| (Principal Executive Officer, |
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| Principal Financial Officer |
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| and Principal Accounting Officer) |
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| Director |
| March 18, 2013 |
R. Douglas Bradbury |
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| Director |
| March 18, 2013 |
Scott C. Petersen |
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| Director |
| March 18, 2013 |
J. Scott Kirby |
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| Director |
| March 18, 2013 |
Martin L. Abbott |
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* By | /s/ James G. Naro |
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| James G. Naro, attorney-in-fact |
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