As filed with the Securities and Exchange Commission on November 5, 2007
Registration No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-20853
FORM S-8 REGISTRATION STATEMENT NO. 333-52603
FORM S-8 REGISTRATION STATEMENT NO. 333-80861
FORM S-8 REGISTRATION STATEMENT NO. 333-39462
FORM S-8 REGISTRATION STATEMENT NO. 333-57670
FORM S-8 REGISTRATION STATEMENT NO. 333-63550
FORM S-8 REGISTRATION STATEMENT NO. 333-97101
FORM S-8 REGISTRATION STATEMENT NO. 333-107027
FORM S-8 REGISTRATION STATEMENT NO. 333-117762
FORM S-8 REGISTRATION STATEMENT NO. 333-126092
FORM S-8 REGISTRATION STATEMENT NO. 333-144032
UNDER THE SECURITIES ACT OF 1933
Applix, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts |
| 04-2781676 |
(State or Other Jurisdiction of Incorporation) |
| (I.R.S. Employer Identification No.) |
289 Turnpike Road
Westborough, Massachusetts 01581
(Address of Principal Executive Offices)
(508) 870-0300
(Registrant’s telephone number, including area code)
APPLIX, INC. 1994 EQUITY INCENTIVE PLAN
APPLIX, INC. 2000 DIRECTOR STOCK OPTION PLAN
APPLIX, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
APPLIX, INC. 2003 DIRECTOR EQUITY INCENTIVE PLAN
APPLIX, INC. 2004 EQUITY INCENTIVE PLAN
APPLIX, INC. 2006 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
W. John Jussup
Senior Vice President, Chief Legal Officer and Secretary
Cognos Incorporated
3755 Riverside Drive
P.O. Box 9707, Station T
Ottawa, ON, Canada
K1G 4K9
(613) 738-1440
(Name, address, and telephone number, including area code, of Agent for Service)
With a copy to:
Kevin M. Barry, Esq.
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110-1726
(617) 951-8000
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed on Form S-8 (collectively, the “Registration Statements”):
Registration Statement 333-20853, pertaining to the registration of 495,214 shares of the Registrant’s common stock issuable under the Registrant’s 1994 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on January 31, 1997.
Registration Statement 333-52603, pertaining to the registration of 896,660 shares of the Registrant’s common stock issuable under the Registrant’s 1994 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on May 14, 1998.
Registration Statement 333-80861, pertaining to the registration of 800,000 shares of the Registrant’s common stock issuable under the Registrant’s 1994 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on June 17, 1999.
Registration Statement 333-39462, pertaining to the registration of 1,050,000 shares of the Registrant’s common stock issuable under the Registrant’s 2000 Director Stock Option Plan, which was filed with the Securities and Exchange Commission on June 16, 2000.
Registration Statement 333-57670, pertaining to the registration of 800,000 shares of the Registrant’s common stock issuable under the Registrant’s 2001 Employee Stock Purchase Plan, which was filed with the Securities and Exchange Commission on March 27, 2001.
Registration Statement 333-63550, pertaining to the registration of 1,000,000 shares of the Registrant’s common stock issuable under the Registrant’s 1994 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on June 21, 2001.
Registration Statement 333-97101, pertaining to the registration of 150,000 shares of the Registrant’s common stock issuable under the Registrant’s 2000 Director Stock Option Plan, which was filed with the Securities and Exchange Commission on July 25, 2002.
Registration Statement 333-107027, pertaining to the registration of 300,000 shares of the Registrant’s common stock issuable under the Registrant’s 2003 Director Equity Plan, which was filed with the Securities and Exchange Commission on July 14, 2003.
Registration Statement 333-117762, pertaining to the registration of 500,000 shares of the Registrant’s common stock issuable under the Registrant’s 2001 Employee Stock Purchase Plan, which was filed with the Securities and Exchange Commission on July 29, 2004.
Registration Statement 333-126092, pertaining to the registration of 1,000,000 shares of the Registrant’s common stock issuable under the Registrant’s 2004 Equity Incentive Plan, which was filed with the Securities and Exchange Commission on June 23, 2007.
Registration Statement 333-144032, pertaining to the registration of 300,000 shares of the Registrant’s common stock issuable under the Registrant’s 2003 Director Equity Plan, which was filed with the Securities and Exchange Commission on June 25, 2007.
On October 25, 2007, Dimension Acquisition Corp. (“Merger Sub”), a Massachusetts corporation and an indirect, wholly-owned subsidiary of Cognos Incorporated, a corporation organized and existing under the laws of Canada (“Cognos”), merged with and into Applix, Inc., a Massachusetts company (the “Company”), (the “Merger”) pursuant to an Agreement and Plan of Merger, dated as of September 4, 2007, by and among Cognos, Merger Sub and the Company (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, each share of the Company’s common stock outstanding at the effective time of the Merger (the “Effective Time”), except for shares owned by Cognos, Merger Sub or any other wholly-owned
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subsidiary of Cognos, was converted into the right to receive $17.87 in cash. As a result of the Merger, the Company became an indirect, wholly-owned subsidiary of Cognos.
As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities pursuant to the above referenced Registration Statements. Accordingly, pursuant to the undertakings contained in such Registration Statements to remove from registration, by means of a Post-Effective Amendment, any of the securities being registered which remain unsold at the termination of the offerings, the Company is filing this Post-Effective Amendment to these Registration Statements to deregister all the shares of the Company’s common stock registered and reserved for issuance under such Registration Statements which remained unissued as of the Effective Date.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, on November 5, 2007.
| Applix, Inc. | ||
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| /s/ Tom Manley |
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| By: | Tom Manley | |
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| President and Treasurer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment has been signed by the following person in the capacities indicated on the 5th day of November, 2007.
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/s/ Tom Manley |
| President, Treasurer |
Tom Manley |
| (principal executive, financial and accounting officer) and Director |
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/s/ W. John Jussup |
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W. John Jussup |
| Director |
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/s/ Les Rechan |
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Les Rechan |
| Director |
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/s/ Philippe Duranton |
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Philippe Duranton |
| Director |
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