-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FR3kM/TcrzdYVNwXlwxhjAgdHS5DvQqXRj4vx8T0Erh5i0bUhf/XDuEDWYkoXklK zpibRFwr3Df1mNFm5357LA== 0001104659-10-063141.txt : 20101217 0001104659-10-063141.hdr.sgml : 20101217 20101216200029 ACCESSION NUMBER: 0001104659-10-063141 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101217 DATE AS OF CHANGE: 20101216 EFFECTIVENESS DATE: 20101217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVIDENTITY CORP CENTRAL INDEX KEY: 0001183941 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 450485038 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-143681 FILM NUMBER: 101258180 BUSINESS ADDRESS: STREET 1: 6623 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 BUSINESS PHONE: 5105741792 MAIL ADDRESS: STREET 1: 6623 DUMBARTON CIRCLE CITY: FREMONT STATE: CA ZIP: 94555 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVCARD CORP DATE OF NAME CHANGE: 20020828 S-8 POS 1 a10-23741_2s8pos.htm S-8 POS

 

As filed with the Securities and Exchange Commission on December 17, 2010

Registration No. 333-143681

 

 

 

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

 

 

ACTIVIDENTITY CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

45-0485038

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification Number)

 

6623 Dumbarton Circle

Fremont, California 94555

(Address of principal executive offices)

 

 

2004 Equity Incentive Plan

(Full title of the plan)

 

 

William West

6623 Dumbarton Circle

Fremont, California 94555

(510) 574-0100

(Name, address, and telephone number, including area code, of agent for service)

 

 

Copy to:

Terence Jones, Esq.

Wiggin and Dana LLP

One Century Tower

265 Church Street

New Haven, Connecticut 06510-7001

 

 

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 o

 

Accelerated filer x

 

Non-accelerated filer o

 

Smaller reporting company o

 

 

(Do not check if a smaller reporting company)

 

 

 


 

EXPLANATORY NOTE

 

ActivIdentity Corporation, a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 12, 2007 (File No. 333-143681) (the “Registration Statement”) to deregister shares (the “Shares”) of the Registrant’s common stock, par value $0.001 per share, originally registered by the Registrant pursuant to the Registration Statement.

 

On October 11, 2010, ASSA ABLOY Inc., an Oregon corporation (“ASSA US”) FitAcquisition, Inc., a Delaware corporation and a wholly owned subsidiary of ASSA US (“Merger Sub”), and the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into the Registrant, with the Registrant becoming a wholly owned subsidiary of ASSA US and part of ASSA US’ HID Global business (the “Merger”) and the conversion of all outstanding shares of the Registrant’s common stock, par value $0.001 per share, and associated preferred stock purchase rights (the “Common Stock”) into the right to receive $3.25 in cash, without interest and less any applicable withholding taxes.

 

On December 16, 2010, ASSA US acquired all outstanding shares of the Common Stock and subsequently effected the Merger in accordance with the Delaware General Corporation Law. The Merger became effective on December 16, 2010, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware.

 

Following the completion of the Merger, the Registrant terminated all offerings of its securities pursuant to existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Registrant in Part II of 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, the Registrant hereby removes from registration all Shares registered under the Registration Statement that remain unsold as of the date of this Post-Effective Amendment No. 1.

 


 

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 Fremont, State of California, on December 16, 2010.

 

 

ACTIVIDENTITY CORPORATION

 

 

 

 

 

 

By:

/S/ WILLIAM WEST

 

 

William West

 

 

 

President

 

 

 

(Principal Executive Officer)

 

 

Pursuant to the requirements of the Securities Act of 1933, 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/ WILLIAM WEST

 

President and Director

 

December 16, 2010

William West

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/S/ DENIS HÉBERT

 

Director

 

December 16, 2010

Denis Hébert

 

 

 

 

 

II-1

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