0001193125-13-384547.txt : 20130930 0001193125-13-384547.hdr.sgml : 20130930 20130930142635 ACCESSION NUMBER: 0001193125-13-384547 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130930 DATE AS OF CHANGE: 20130930 EFFECTIVENESS DATE: 20130930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARBITRON INC CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-170318 FILM NUMBER: 131122758 BUSINESS ADDRESS: STREET 1: 9705 PATUXENT WOODS DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 410-312-8000 MAIL ADDRESS: STREET 1: 9705 PATUXENT WOODS DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: CERIDIAN CORP DATE OF NAME CHANGE: 19920901 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 S-8 POS 1 d604618ds8pos.htm S-8 POS S-8 POS

Registration No. 333-170318

 

 

 

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

 

 

ARBITRON INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

  

52-0278528

(I.R.S. Employer

Identification No.)

9705 Patuxent Woods Drive

Columbia, Maryland 21046

(410) 312-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

ARBITRON INC. EMPLOYEE STOCK PURCHASE PLAN

(Full Title of the Plan)

Timothy T. Smith

Executive Vice President, Business Development & Strategy

Chief Legal Officer and Secretary

Arbitron Inc.

9705 Patuxent Woods Drive

Columbia, Maryland 21046

1-800-342-1131

(Name, address, including zip code, and 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):

 

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

 

 

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1, filed by Arbitron Inc., a Delaware corporation (the “Registrant”), relates to Registration Statement 333-170318 filed by the Registrant with the Securities and Exchange Commission on November 3, 2010 registering 250,000 shares of common stock, par value $0.50 per share (“Common Stock”), of the Registrant relating to the Arbitron Inc. Employee Stock Purchase Plan (the “Registration Statement”) (note that the preceding share number listed does not take into account corporate actions, such as stock splits, taken in the interim).

Effective as of September 30, 2013 (the “Effective Time”), pursuant to the Agreement and Plan of Merger, dated December 17, 2012, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of January 25, 2013, by and among Nielsen Holdings N.V., a company organized and existing under the laws of the Netherlands (“Parent”), TNC Sub I Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and the Registrant, Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as the continuing corporation. In connection with the Merger, all issued and outstanding Common Stock, other than certain excluded shares, converted into the right to receive cash. As a result of the Merger, the offerings under the Registration Statement have been terminated. In accordance with the undertakings made by the Registrant to remove from registration, by means of a post-effective amendment, any of the securities under the Registration Statement which remain unsold at the termination of the offerings, the Registrant hereby removes from registration all securities registered under the Registration Statement which remained unsold as of the Effective Time, if any.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, 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 Columbia, State of Maryland, on the 30th day of September 2013.

 

ARBITRON INC.
By:  

/s/ Timothy T. Smith

  Name:   Timothy T. Smith
  Title:   Executive Vice President, Business Development and Strategy, Chief Legal Officer, and Secretary

Note: no other person is required to sign this post-effective amendment to the Registration Statement on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.