-----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, NRIGn5ofRoajB59U+x60L9zC56OyBXE7ipjBF0jWJh2mR68RpAvzF9svHz2Dl3ia OVx1n1Zc3sBSYljxpzUX9w== 0001370314-10-000013.txt : 20100510 0001370314-10-000013.hdr.sgml : 20100510 20100510160552 ACCESSION NUMBER: 0001370314-10-000013 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100510 DATE AS OF CHANGE: 20100510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Double-Take Software, Inc. CENTRAL INDEX KEY: 0001370314 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 200230046 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-148840 FILM NUMBER: 10816286 BUSINESS ADDRESS: STREET 1: 257 TURNPIKE ROAD, SUITE 210 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 BUSINESS PHONE: 508-229-8810 MAIL ADDRESS: STREET 1: 257 TURNPIKE ROAD, SUITE 210 CITY: SOUTHBOROUGH STATE: MA ZIP: 01772 POS AM 1 s-3posam.htm DOUBLE-TAKE SOFTWARE, INC. s-3posam.htm


As filed with the Securities and Exchange Commission on May 10, 2010
Registration No. 333-148840
 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                            

Double-Take Software, Inc.
(Exact name of registrant as specified in its charter)

Delaware
20-0230046
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

257 Turnpike Road, Suite 210
Southborough, Massachusetts 01772
(877) 335-5674
(Address, including zip code, and telephone number,  including area code, of registrant’s principal executive offices)

Dean Goodermote
President and Chief Executive Officer
Double-Take Software, Inc.
257 Turnpike Road, Suite 210
Southborough, Massachusetts 01772
(877) 335-56740

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

Copies to:
 
Michael J. Silver
   William I. Intner
   Hogan Lovells US LLP
  100 International Drive, Suit 2000
 Baltimore, Maryland 21202
 (410) 659-2700



Approximate date of commencement of proposed sale to the public:  Not applicable.

 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  o
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  o
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
 
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
    
o
    
Accelerated filer
    
þ
  
Non-accelerated filer
    
o
    
Smaller reporting company
    
o
  
                                                             (Do not check if a smaller reporting company)




DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No.1 relates to the Registration Statement on Form S-3 (No. 333-148840) previously filed by Double-Take Software, Inc., a Delaware corporation (the “Registrant”), on January 24, 2008, as amended by Pre-Effective Amendment No.1 to Form S-3 filed on February 26, 2008 (as so amended, the “Registration Statement”). The Registration Statement registered 3,184,519 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), for resale by the selling stockholders named therein. Pursuant to the undertakings made by the Registrant in the Registration Statement, the Registrant hereby amends the Registration Statement to deregister all shares of the Common Stock that remain unsold under the Registration Statement.


 
 
 

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-3 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 Southborough, Commonwealth of Massachusetts, on May 10, 2010.

 
  DOUBLE-TAKE SOFTWARE, INC.  
       
 
By:
/s/ Dean Goodermote  
    Name: Dean Goodermote  
    Title : President, Chief Executive Officer and Chairman of the Board of Directors(Duly Authorized Officer)  
       
 
 
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following and on the dates indicated:
 
           
Name
  
Title
  
Date
         
/s/  Dean Goodermote                 
Dean Goodermote
  
President, Chief Executive Officer, and Chairman of the Board of Directors (Principal Executive Officer)
  
May 10, 2010
         
/s/  S. Craig Huke                         
S. Craig Huke
  
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
  
May 10, 2010
         
               *                                      
Paul D. Birch
  
Director
  
May 10, 2010
         
               *                                      
Ashoke (Bobby) Goswami
  
Director
  
May 10, 2010
         
               *                                      
John B. Landry
  
Director
  
May 10, 2010
         
               *                                      
John W. Young
  
Director
  
May 10, 2010
 
 

*  By:  /s/ S. Craig Huke                              
          Attorney-in-fact
 
 
 
 -----END PRIVACY-ENHANCED MESSAGE-----