Post-effective Amendment to an S-8 Filing (s-8 Pos)
02 Juin 2014 - 6:18PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 2, 2014
Registration No. 333-175099
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
InterXion Holding N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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Not Applicable
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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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Tupolevaan 24
1119 NX Schiphol-Rijk
The
Netherlands
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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InterXion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan
(Full title of the plan)
CT
Corporation System
111 Eighth Avenue
New York, New York 10011
United States
(Name and
address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
Copy to:
Tracy K.
Edmonson
Latham & Watkins LLP
99 Bishopsgate
London
EC2M 3XF
United Kingdom
+44.20.7710.5810
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.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PARTIAL DEREGISTRATION OF SECURITIES
InterXion Holding N.V. (the Registrant), is filing this Post-Effective Amendment to deregister certain securities originally
registered under the InterXion Holding N.V. 2011 International Stock Option and Incentive Master Award Plan (the Prior Plan), pursuant to the Registration Statement on Form S-8 filed on June 23, 2011 (File No. 333-175099) (the
Prior Registration Statement), with respect to shares of the Registrants ordinary shares, 0.10 nominal value per share (the Ordinary Shares). A total of 5,273,371 Ordinary Shares were registered under the Prior
Plan pursuant to the Prior Registration Statement.
The Registrant has since adopted a new equity incentive plan, the InterXion Holding
N.V. 2013 Amended International Equity Based Incentive Plan, as amended (the 2013 Plan), which was approved by the Registrants Board of Directors on October 30, 2013. Shares that were available for grant under the Prior Plan
as of October 30, 2013 and are not thereafter issued under the Prior Plan and shares underlying any awards previously made under the Prior Plan that are forfeited, expire or are settled for cash from and after October 30, 2013
(collectively, the Carried Forward Shares) will be available for issuance under the 2013 Plan. The total number of Carried Forward Shares as of June 2, 2014, is 3,164,496 shares. The Carried Forward Shares are hereby deregistered.
Contemporaneously with the filing of this Post-Effective Amendment to the Prior Registration Statement, the Registrant is filing a
Registration Statement on Form S-8 to register the Carried Forward Shares in connection with the 2013 Plan (the New Registration Statement). The registration fees associated with the Carried Forward Shares paid by the Registrant in
connection with the filing of the Prior Registration Statement will be carried forward and applied to the registration fee required in connection with the New Registration Statement which is being filed contemporaneously with the filing of this
Post-Effective Amendment.
In accordance with Instruction E to the General Instructions to Form S-8 and other guidance promulgated by the
Securities and Exchange Commission, this Post-Effective Amendment is hereby filed (i) to reallocate the Carried Forward Shares from the Prior Plan to the 2013 Plan and (ii) to carry over the registration fee paid for the Carried Forward
Shares from the Prior Registration Statement for the Prior Plan to the New Registration Statement for the 2013 Plan that is being filed contemporaneously with the filing of this Post-Effective Amendment.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Amsterdam, The Netherlands, on June 2, 2014.
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INTERXION HOLDING N.V.
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By
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
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Title:
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Chief Executive Officer
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We, the undersigned officers and directors of InterXion Holding N.V., hereby severally constitute and
appoint David C. Ruberg, our true and lawful attorney, with full power to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable InterXion Holding N.V. to comply with the provisions of the Securities Act, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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/s/ David C. Ruberg
David C. Ruberg
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Chief Executive Officer and Executive Director (Principal Executive Officer)
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June 2, 2014
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/s/ Josh Joshi
M.V. Josh Joshi
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Chief Financial Officer (Principal Financial and Accounting Officer)
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June 2, 2014
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/s/ John C. Baker
John C. Baker
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Chairman and Non-Executive Director
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June 2, 2014
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/s/ Robert M. Manning
Robert M. Manning
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Non-Executive Director
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June 2, 2014
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/s/ David Lister
David Lister
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Non-Executive Director
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June 2, 2014
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/s/ Cees van Luijk
Cees van Luijk
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Non-Executive Director
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June 2, 2014
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/s/ Michel Massart
Michel Massart
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Non-Executive Director
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June 2, 2014
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/s/ Jean F.H.P. Mandeville
Jean F.H.P. Mandeville
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Non-Executive Director
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June 2, 2014
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/s/ Donald J. Puglisi
Donald J. Puglisi
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Authorized Representative in the United States
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June 2, 2014
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