As filed with the Securities and Exchange Commission
on December 22, 2023
Registration No. 333-267080
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1 to Form S-3
Registration Statement
No. 333-267080
UNDER
THE SECURITIES ACT
OF 1933
LiveVox Holdings, Inc.
(Exact name of Registrant
as specified in its charter)
Delaware |
|
82-3447941 |
(State or Other Jurisdiction
of
Incorporation or
Organization) |
|
(I.R.S. Employer
Identification Number) |
655 Montgomery Street,
Suite 1000
San Francisco, CA 94111
Tel: 415-671-6000
(Address, Including
Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
John DiLullo
Chief Executive Officer
655 Montgomery Street,
Suite 1000
San Francisco, CA 94111
Tel: 415-671-6000
(Name, Address, Including
Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Monica J. Shilling, P.C.
H. Thomas Felix
Kirkland & Ellis
LLP
2049 Century Park East,
Suite 3700
Los Angeles, CA 90067
+1 (310) 552-4200
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, 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 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
this Form is a registration statement 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. ¨
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. ¨
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨ |
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|
Accelerated
filer ¨ |
|
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Non-accelerated
filer x |
|
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Smaller
reporting company x
Emerging
growth company x |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
(this “Post-Effective Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-267080)
(the “Registration Statement”), originally filed by LiveVox Holdings, Inc., a Delaware corporation (the “Company”),
with the U.S. Securities and Exchange Commission (the “Commission”) on August 26, 2022, registering the issuance
by the Company and resale by a selling stockholder of up to 2,425,000 shares of Class A common stock, $0.0001 par value per share
of the Company (the “Common Stock”).
On October 3, 2023,
the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with inContact, Inc., a Delaware
corporation (“Parent”), Laser Bridge Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(“Merger Subsidiary”), and NICE Ltd., a company organized under the laws of the State of Israel (“NICE”),
providing that, among other things, Merger Subsidiary will be merged with and into the Company, with the Company surviving as a wholly
owned subsidiary of Parent (the “Merger”).
On December 22, 2023, the Merger became
effective as a result of the filing of a Certificate of Merger with the Secretary of State of the State of Delaware (the “Effective
Date”).
As a result of the consummation
of the transactions in connection with the Merger, the Company has terminated all offerings of its securities pursuant to its existing
registration statements, including the Registration Statement. Effective upon filing hereof, the Company hereby removes from registration
all shares of Common Stock registered under the Registration Statement that remain unsold as of the Effective Date.
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 Amendments to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Francisco, State of California, on this 22nd day of December, 2023.
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LIVEVOX
HOLDINGS, INC. |
|
|
|
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By: |
/s/ Aaron Ross |
|
Name: |
Aaron
Ross |
|
Title: |
Chief
Legal Officer |
No other person is required to sign these Post-Effective Amendments
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
LiveVox (NASDAQ:LVOXU)
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