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As filed with the Securities and Exchange Commission on November 12, 2010
Registration No. 333-156040
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Netezza Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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04-3527320 |
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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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26 Forest Street, Marlborough, MA
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01752 |
(Address of Principal Executive Offices)
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(Zip Code) |
2007 Stock Incentive Plan
(Full title of the plan)
James P. Baum
26 Forest Street
Marlborough, MA 01752
(Name and address of agent for service)
(508) 382-8200
(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 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 o
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Accelerated filer þ
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Non-accelerated filer ¨
(Do not check if a smaller reporting company)
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Smaller reporting company ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File
No. 333-156040) (the Registration Statement) of Netezza Corporation, a Delaware
corporation (Netezza), filed with the Securities and Exchange Commission on December 10,
2008, registering 2,015,679 shares of Netezzas common stock, $0.001 par value per share
(Common Stock), for issuance under Netezzas 2007 Stock Incentive Plan.
On September 19, 2010, Netezza entered into an Agreement and Plan of Merger (the Merger
Agreement) with International Business Machines Corporation, a New York corporation
(IBM), and Onyx Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of IBM (the Merger Sub). Pursuant to the Merger Agreement, on November 10, 2010 the
Merger Sub was merged with and into Netezza with Netezza continuing as the surviving corporation
and as a wholly owned subsidiary of IBM (the Merger).
In connection with the Merger, Netezza has terminated all offerings of its securities pursuant to
its existing registration statements, including the Registration Statement. Accordingly, by means
of this Post-Effective Amendment No. 1, Netezza hereby terminates the effectiveness of the
Registration Statement and, in accordance with an undertaking made by Netezza in the Registration
Statement to remove from registration by means of a post-effective amendment any of the securities
registered under the Registration Statement that remain unsold at the termination of the offering,
removes from registration all remaining shares under the Registration Statement that remain unsold
as of the date hereof.
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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 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the city of Marlborough, Commonwealth
of Massachusetts, on this 12th day of November, 2010.
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NETEZZA CORPORATION
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By: |
/s/ James P. Baum
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James P. Baum |
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President |
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