Post-effective Amendment to an S-8 Filing (s-8 Pos)
2015年10月9日 - 4:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 8, 2015
Registration No. 333-130310
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DEALERTRACK
TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Delaware |
52-2336218 |
(State or Other Jurisdiction of |
(I.R.S. Employer |
Incorporation or Organization) |
Identification No.) |
1111 Marcus Ave., Suite M04
Lake Success, NY 11042
(Address, Including Zip Code, of Principal Executive Offices)
DealerTrack Holdings, Inc. 2005 Incentive
Award Plan
DealerTrack Holdings,
Inc. 2001 Stock Option Plan
DealerTrack Holdings,
Inc. Employee Stock Purchase Plan
DealerTrack Holdings,
Inc. Employees’ Deferred Compensation Plan
DealerTrack Holdings,
Inc. Directors’ Deferred Compensation Plan
(Full Title of the Plan)
Peter C. Cassat, Esq.
Cox Automotive, Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328
Telephone: (404) 568-8000
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
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 þ |
|
Accelerated filer o |
|
|
|
Non-accelerated filer o |
|
Smaller reporting company o |
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 to Form
S-8 Registration Statement (this “Post-Effective Amendment No. 1”) is being filed in order to remove from registration
all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-130310) (the “Registration
Statement”), which was filed on December 14, 2005 to register the issuance of 7,435,465 shares of the common stock, par value
$0.01 per share (“Common Stock”), of Dealertrack Technologies, Inc. (formerly known as DealerTrack Holdings, Inc.)
(“Dealertrack”), consisting of 3,183,853 shares of Common Stock issuable under the DealerTrack Holdings, Inc. 2005
Incentive Award Plan, 2,526,612 shares of Common Stock issuable under the DealerTrack Holdings, Inc. 2001 Stock Option Plan, 1,500,000
shares of Common Stock issuable under the DealerTrack Holdings, Inc. Employee Stock Purchase Plan, 150,000 shares of Common Stock
issuable under the DealerTrack Holdings, Inc. Employees’ Deferred Compensation Plan, and 75,000 shares of Common Stock issuable
under the DealerTrack Holdings, Inc. Directors’ Deferred Compensation Plan.
On October 1, 2015, pursuant to the terms
of that certain Agreement and Plan of Merger, dated June 12, 2015 (the “Merger Agreement”), by and among Cox Automotive,
Inc. (“Cox”), Runway Acquisition Co., a Delaware corporation and wholly owned subsidiary of Cox (“Acquisition
Sub”), and Dealertrack, Acquisition Sub merged with and into Dealertrack (the “Merger”), with Dealertrack continuing
as the surviving corporation and as a wholly owned subsidiary of Cox.
As a result of the Merger, Dealertrack has
terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statement.
Effective upon the filing of this Post-Effective Amendment No. 1, Dealertrack hereby removes from registration all of the securities
registered under the Registration Statement that remain unsold as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on October 8, 2015.
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DEALERTRACK TECHNOLOGIES, INC. |
|
|
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By: |
/s/ Eric Jacobs |
|
Name: |
Eric Jacobs |
|
Title: |
Executive Vice President, Chief Financial |
|
|
and Administrative Officer |
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