As filed with the Securities and Exchange Commission on February 17, 2021
Registration No. 333-234616
333-233413
333-227290
333-220157
333-213243
333-206546
333-198317
333-195815
333-190901
333-184638
333-183787
333-176773
333-166780
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELENAV, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 77-0521800 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4655 Great America Parkway, Suite 300
Santa Clara, California 95054
(Address of principal executive offices, including zip code)
2019 EQUITY INCENTIVE PLAN
2019 EMPLOYEE STOCK PURCHASE PLAN
2009 EQUITY INCENTIVE PLAN
NON-PLAN INDUCEMENT RESTRICTED STOCK UNIT AWARD AGREEMENT
AMENDED AND RESTATED 2011 STOCK OPTION AND GRANT PLAN
2002 EXECUTIVE STOCK OPTION PLAN
1999 STOCK OPTION PLAN
(Full title of the plan)
Steve Debenham
General Counsel and Secretary
Telenav, Inc.
4655 Great America Parkway
Santa Clara, CA 95054
(408) 245-3800
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Julia Reigel
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statements of Telenav, Inc. (the Company), each pertaining to the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 and as amended from time-to-time (collectively, the Registration Statements):
File No. |
Date Originally Filed with the SEC |
Name of Equity Plan or Agreement | Shares of Common Stock |
|||||
333-234616 | November 8, 2019 | 2019 Equity Incentive Plan | 11,500,000 | |||||
2019 Employee Stock Purchase Plan | 2,500,000 | |||||||
333-233413 | August 22, 2019 | 2009 Equity Incentive Plan | 1,666,666 | |||||
333-227290 | September 12, 2018 | 2009 Equity Incentive Plan | 1,666,666 | |||||
333-220157 | August 25, 2017 | 2009 Equity Incentive Plan | 1,666,666 | |||||
333-213243 | August 22, 2016 | 2009 Equity Incentive Plan | 1,666,666 | |||||
333-206546 | August 24, 2015 | 2009 Equity Incentive Plan | 1,621,476 | |||||
333-198317 | August 22, 2014 | 2009 Equity Incentive Plan | 1,578,485 | |||||
333-195815 | May 8, 2014 | Non-Plan Inducement Restricted Stock Unit Award Agreement | 634,920 | |||||
333-190901 | August 30, 2013 | 2009 Equity Incentive Plan | 1,573,651 | |||||
333-184638 | October 29, 2012 | Amended and Restated 2011 Stock Option and Grant Plan | 74,491 | |||||
Amended and Restated 2011 Stock Option and Grant Plan | 546,271 | |||||||
333-183787 | September 7, 2012 | 2009 Equity Incentive Plan | 1,653,950 | |||||
333-176773 | September 9, 2011 | 2009 Equity Incentive Plan | 1,666,666 | |||||
333-166780 | May 13, 2010 | 1999 Stock Option Plan | 5,444,298 | |||||
2002 Stock Option Plan | 362,666 | |||||||
2009 Equity Incentive Plan | 2,681,058 |
On November 2, 2020, the Company entered into an Agreement and Plan of Merger, as amended on December 17, 2020 (the Merger Agreement) with V99, Inc., a Delaware corporation (Parent) and Telenav99, Inc. a Delaware corporation and wholly owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, on February 17, 2021, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated, as of the date hereof, all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering. The Company hereby removes from registration all such securities, if any, as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on February 17, 2021.
TELENAV, INC. | ||
By: | /s/ Adeel Manzoor | |
Adeel Manzoor | ||
Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.