Post-effective Amendment to an S-8 Filing (s-8 Pos)
03 Oktober 2016 - 9:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 3, 2016
Registration No. 333-188532
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
SKULLCANDY, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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56-2362196
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1441 West Ute. Blvd, Suite 250
Park City, Utah
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84098
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(Address of principle executive offices)
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(Zip Code)
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(435) 940-1545
(Registrants telephone number, including area code):
Not Applicable
(Former
name or former address, if changed since last report)
Skullcandy,
Inc. Nonqualified Inducement Stock Option Grant Notice and Stock Option Agreement
Skullcandy, Inc. Inducement Restricted Stock Unit
Award Grant Notice and Restricted Stock Unit Award Agreement
(Full title of the plans)
Patrick Grosso
Vice
President, Strategic Initiatives and Corporate Affairs,
Chief Legal Officer and Corporate Secretary
Skullcandy, Inc.
1441
West Ute. Blvd, Suite 250
Park City, Utah 84098
(435) 940-1545
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Peter M. Rosenblum, Esq.
Joseph J. Basile, Esq.
Foley Hoag LLP
155
Seaport Blvd.
Boston, Massachusetts 02210
(617) 832-1000
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):
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Large accelerated filer
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☐
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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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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8, which was originally filed on May 10, 2013 (File No. 333-188532) (the
Registration Statement) of Skullcandy, Inc., a Delaware corporation (the Company), is being filed to deregister all shares of common stock of the Company that had been registered and remain unsold under such Registration
Statement.
On August 23, 2016, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with MRSK Hold Co., a Delaware
corporation (Parent), and MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub), providing for, among other things, the merger of Merger Sub with and into the Company, with the
Company surviving as a wholly owned subsidiary of Parent (the Merger). The Merger became effective on October 3, 2016 pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the
Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offering,
the Company hereby amends the Registration Statement by removing from registration all shares of common stock of the Company registered under the Registration Statement that remain unsold.
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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 Park City, State of Utah, on October
3, 2016.
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SKULLCANDY, INC.
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By:
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/s/ Patrick Grosso
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Name:
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Patrick Grosso
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Title:
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Vice President, Strategic Initiatives and Corporate Affairs, Chief Legal Officer and Secretary
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