S-8 POS 1 d520057ds8pos.htm POST-EFFECTIVE AMENDMENT NO.1 TO FORM S-8 Post-Effective Amendment No.1 To Form S-8

As filed with the Securities and Exchange Commission on April 11, 2013

Registration No. 333-67659

 

 

 

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

 

 

PERVASIVE SOFTWARE INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   74-2693793

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

12365 Riata Trace Parkway, Building B

Austin, Texas 78727

(512) 231-6000

(Address, including zip code and telephone number, of principal executive offices)

 

 

PERVASIVE SOFTWARE INC. 1997 STOCK INCENTIVE PLAN

PERVASIVE SOFTWARE INC. EMPLOYEE STOCK PURCHASE PLAN

PERVASIVE SOFTWARE INC. INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN

EVERYWARE REPLACEMENT OPTION PLAN

(Full title of the plan)

 

 

FRED GALLAGHER

President, Chief Financial Officer and Director

PERVASIVE SOFTWARE INC.

12365 Riata Trace Parkway, Building B, Austin, Texas 78727

(Name and address of agent for service)

 

 

(512) 231-6000

(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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   x  
Non-accelerated filer   ¨  (do not check if a smaller reporting company)    Smaller reporting Company   x  

 

 

 


Deregistration of Shares

The Registration Statement on Form S-8 (Registration No. 333-67659) (the “Registration Statement”) of Pervasive Software Inc., a Delaware corporation (“Pervasive”), pertaining to the registration of an aggregate of 1,840,730 shares of Pervasive’s common stock for issuance under its 1997 Stock Incentive Plan, Employee Stock Purchase Plan, International Employee Stock Purchase Plan and EveryWare Replacement Option Plan, to which this Post-Effective Amendment No. 1 relates was filed with the Securities and Exchange Commission on November 20, 1998. On November 20, 1998, the Securities and Exchange Commission declared the Registration Statement effective.

Actian Corporation, a Delaware corporation (“Actian”), Actian Sub II, Inc., a Delaware corporation and wholly owned subsidiary of Actian, and Pervasive have entered into an Agreement and Plan of Merger on January 28, 2013 (the “Merger Agreement”) that provides for, among other things, the merger of Actian Sub II, Inc. with and into Pervasive, with Pervasive surviving as a wholly owned subsidiary of Actian (the “Merger”) and the conversion of all outstanding shares of Pervasive’s common stock into the right to receive $9.20 per share of cash, without interest. The Merger became effective as specified in a Certificate of Merger filed with the Secretary of State of the State of Delaware on April 11, 2013.

In connection with the Merger, Pervasive has terminated all offerings of its common stock pursuant to its existing registration statements, including the Registration Statement. Therefore, Pervasive hereby removes from registration all common stock registered under the Registration Statement that remains unsold as of April 11, 2013.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 11th day of April 2013.

 

PERVASIVE SOFTWARE INC.

 

By:  

/s/ Fred Gallagher

  Fred Gallagher
  President, Chief Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Fred Gallagher

   President, Chief Financial Officer and Director   April 11, 2013
Fred Gallagher    (Principal Executive and Financial Officer)  

/s/ Marc Monahan

   Chairman of the Board   April 11, 2013
Marc Monahan     

/s/ Nancy Simpson

   Treasurer   April 11, 2013
Nancy Simpson    (Principal Accounting Officer)  

 

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