0001193125-14-434720.txt : 20141205 0001193125-14-434720.hdr.sgml : 20141205 20141205145915 ACCESSION NUMBER: 0001193125-14-434720 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20141205 DATE AS OF CHANGE: 20141205 EFFECTIVENESS DATE: 20141205 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCUR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001066026 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 911608052 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-133094 FILM NUMBER: 141269163 BUSINESS ADDRESS: STREET 1: 601 108TH AVE NE, SUITE 1000 CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4255905000 MAIL ADDRESS: STREET 1: 601 108TH AVE NE, SUITE 1000 CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: PORTABLE SOFTWARE CORP DATE OF NAME CHANGE: 19980714 S-8 POS 1 d835924ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on December 5th, 2014

Registration No. 333-133094

 

 

 

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

 

 

CONCUR TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware  

601 108th Avenue NE, Suite 1000

Bellevue, Washington 98004

   91-1608052

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Address of Principal Executive Offices)

  

(I.R.S. Employer

Identification Number)

Options to purchase common stock assumed by Registrant and granted under the Outtask, Inc. 1999 Stock

Incentive Plan

Registrant’s 1998 Employee Stock Purchase Plan

(Full Title of the Plan)

Francis J. Pelzer V

Chief Financial Officer

Concur Technologies, Inc.

601 108th Avenue NE, Suite 1000

Bellevue, Washington 98004

(425) 702-8808

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

 

 

Copy To:

Horace L. Nash, Esq.

Fenwick & West LLP

801 California Street

Mountain View, CA 9441

(650) 988-8500

 

 

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.

 

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

 

 

 

DEREGISTRATION OF COMMON STOCK

Concur Technologies, Inc. (“Company”) is filing this Post-Effective Amendment No. 2 to withdraw and remove from registration the unissued and unsold shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), and any other securities issuable by the Company, pursuant to the Registration Statement on Form S-8, File No. 333-133094, filed with the U.S. Securities and Exchange Commission on April 7, 2006, pertaining to the registration of 1,320,795 shares of Common Stock for issuance under the Outtask, Inc. 1999 Stock Incentive Plan and pertaining to the registration of 640,000 shares of Common Stock for issuance under the 1998 Employee Stock Purchase Plan.

Effective on December 4, 2014, pursuant to the Agreement and Plan of Merger, dated as of September 18, 2014, by and among the Company, SAP America, Inc., a Delaware corporation (“Parent”), and Congress Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), the Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (“Merger”).

In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is filing this post-effective amendment to deregister all of such securities of the Company registered under the Registration Statement that remained unsold 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 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bellevue, State of Washington, on the 5th day of December, 2014. No other person is required to sign this Post-Effective Amendment to the Registration Statement on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

CONCUR TECHNOLOGIES, INC.

By:  

  /s/ Francis J. Pelzer V

  Name:   Francis J. Pelzer V
  Title:   Chief Financial Officer