EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
Intralinks Holdings, Inc. (the “Company”) is filing this Post-Effective Amendment to the following registration statements on Form S-8 (the “Registration Statements”) to withdraw and remove from registration the unissued and unsold shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and any other securities issuable by the Company pursuant to the Registration Statements:
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Registration Statement on Form S-8, File No. 333-169138, filed with the SEC on September 1, 2010, pertaining to the registration of 6,920,605 shares of Common Stock for issuance under the Intralinks Holdings, Inc. 2007 Stock Option and Grant Plan, Intralinks Holdings, Inc. 2010 Equity Incentive Plan and Intralinks Holdings, Inc. 2010 Employee Stock Purchase Plan.
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Registration Statement on Form S-8, File No. 333-182912, filed with the SEC on July 27, 2012, pertaining to the registration of 4,500,000 shares of Common Stock for issuance under the Intralinks Holdings, Inc. 2010 Equity Incentive Plan.
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Registration Statement on Form S-8, File No. 333-191045, filed with the SEC on September 6, 2013, pertaining to the registration of 600,000 shares of Common Stock for issuance under the Intralinks Holdings, Inc. Amended and Restated 2010 Employee Stock Purchase Plan.
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Registration Statement on Form S-8, File No. 333-198258, filed with the SEC on August 20, 2014, pertaining to the registration of 3,350,000 shares of Common Stock for issuance under the Intralinks Holdings, Inc. 2010 Equity Incentive Plan, as Amended and Restated.
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Registration Statement on Form S-8, File No. 333-212786, filed with the SEC on July 29, 2016, pertaining to the registration of 5,100,000 shares of Common Stock for issuance under the Intralinks Holdings, Inc. 2010 Equity Incentive Plan, as Amended and Restated, and Intralinks Holdings, Inc. Second Amended and Restated 2010 Employee Stock Purchase Plan.
On January 19, 2017, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 5, 2016, by and among the Company, Synchronoss Technologies, Inc., a Delaware corporation (“Parent”), and GL Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger”).
In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the time of the Merger, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
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