- Post-Effective Amendment to an S-8 filing (S-8 POS)
2009年6月26日 - 7:10PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 26, 2009
Registration No. 333-150642
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
(Post-Effective Amendment No. 1)
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SiRF TECHNOLOGY HOLDINGS,
INC.
(Exact name of registrant as specified in its charter)
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Delaware
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77-0576030
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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217 Devcon Drive
San Jose, California
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95112
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(Address of principal executive offices)
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(Zip Code)
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SiRF Technology Holdings,
Inc. 2004 Stock Incentive Plan
(Full title of the plans)
Diosdado P. Banatao
Executive Chairman & Interim Chief Executive
Officer
SiRF Technology Holdings, Inc.
217 Devcon Drive
San Jose, California 95112
(408) 467-0410
(Name, address and
telephone number of agent for service)
Copy to:
Peter S. Malloy, Esq.
Simpson Thacher & Bartlett LLP
2550 Hanover Street
Palo Alto, California 94304
(650) 251-5040
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 amends the Registration Statement on Form S-8 (registration number 333-150642) (the Registration
Statement) filed with the Securities and Exchange Commission on May 5, 2008, which registered 3,027,548 shares of common stock, par value $0.0001 per share (the Common Stock), of SiRF Technology Holdings, Inc. (the
Registrant) issuable pursuant to the SiRF Technology Holdings, Inc. 2004 Stock Incentive Plan.
Effective as of June 26,
2009 (the Effective Time), pursuant to the Agreement and Plan of Merger, dated as of February 9, 2009 (the Merger Agreement) by and among CSR plc (CSR), Shannon Acquisition Sub, Inc., a wholly-owned
subsidiary of CSR (Merger Sub), and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant as the surviving corporation in the Merger and continuing as a direct wholly-owned subsidiary of CSR (the
Merger). As provided in the Merger Agreement, at the Effective Time, each outstanding share of the Common Stock was converted automatically into the right to receive 0.741 of an ordinary share, par value £0.001 per share, of
CSR, subject to anti-dilution adjustment, and cash in lieu of fractional CSR ordinary shares.
As a result of the Merger, the Registrant
has terminated all offerings of the Common Stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities of the Registrant being registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby de-registers all of the Common
Stock registered under the Registration Statement which remains unsold as of the effective time of the Merger.
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 this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the city of San Jose, State of California, on this 26
th
day of June, 2009.
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SIRF TECHNOLOGY HOLDINGS, INC.
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By
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/s/ D
IOSDADO
P. B
ANATAO
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Name:
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Diosdado P. Banatao
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Title:
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Executive Chairman &
Interim Chief Executive
Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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S
/ D
IOSDADO
P. B
ANATAO
Diosdado P. Banatao
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Executive Chairman & Interim Chief
Executive Officer (Principal
Executive Officer) & Executive
Chairman of the Board
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June 26, 2009
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S
/ D
ENNIS
B
ENCALA
Dennis Bencala
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Chief Financial Officer (Principal
Financial and Accounting Officer)
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June 26, 2009
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S
/ K
ANWAR
C
HADHA
Kanwar Chadha
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Director
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June 26, 2009
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S
/ M
OIZ
M. B
EGUWALA
Moiz M. Beguwala
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Director
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June 26, 2009
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S
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OHANBIR
G
YANI
Mohanbir Gyani
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Director
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June 26, 2009
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S
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TEPHEN
C. S
HERMAN
Stephen C. Sherman
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Director
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June 26, 2009
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S
/ J
AMES
M. S
MAHA
James M. Smaha
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Director
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June 26, 2009
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S
/ S
AM
S. S
RINIVASAN
Sam S. Srinivasan
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Director
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June 26, 2009
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