Post-effective Amendment to an S-8 Filing (s-8 Pos)
21 Octobre 2016 - 10:36PM
Edgar (US Regulatory)
Registration No. 333-204354
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
Press Ganey Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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20-0259496
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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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401 Edgewater Place
Suite 500
Wakefield, Massachusetts 01880
(781)295-5000
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
PRESS GANEY HOLDINGS, INC.
2015 INCENTIVE AWARD PLAN
(Full title of the plan)
Patrick T. Ryan
Chief Executive Officer
Press Ganey Holdings, Inc.
401 Edgewater Place
Suite 500
Wakefield, Massachusetts 01880
(781) 295-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert Langdon
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo Alto, CA 94304
(650) 251-5000
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Devin J. Anderson
General Counsel and Corporate
Secretary
Press Ganey Holdings, Inc.
401 Edgewater Place
Suite 500
Wakefield, Massachusetts 01880
(781) 295-5000
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Patrick J. Naughton
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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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 definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act:
Large accelerated filer
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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TERMINATION OF REGISTRATION
On May 21, 2015, Press Ganey Holdings, Inc. (the
Company
) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-204354) (the
Registration Statement
) registering 7,120,000 shares of the Companys Common Stock, $0.01 par value (the
Common Stock
) to be issued to participants under the Companys 2015 Incentive Award Plan (the
Plan
). The Company is no longer issuing securities under the Plan. This Post-Effective Amendment No. 1 to the Registration Statement is being filed in order to deregister all shares of Common Stock that were registered under the Registration Statement and remain unissued under the Plan.
On October 21, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 9, 2016 (the
Merger Agreement
), by and among the Company, Emerald TopCo, Inc., a Delaware corporation (
Parent
), and Emerald BidCo, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (
Merger Sub
), Parent completed its acquisition of the Company through the merger of Merger Sub with and into the Company (the
Merger
), with the Company surviving the Merger as a wholly-owned subsidiary of Parent.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement, in accordance with an undertaking made in the Registration Statement, and removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the effective time of the Merger, if any.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wakefield, Massachusetts on this 21
st
day of October, 2016.
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PRESS GANEY HOLDINGS, INC.
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By:
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/s/ DEVIN J. ANDERSON
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Name:
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Devin J. Anderson
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Title:
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General Counsel and Corporate Secretary
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No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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