POS AM 1 w72549posam.htm POS AM posam
As filed with the Securities and Exchange Commission on February 3, 2009
Registration No. 333-155045
 
 
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GSI Commerce, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   6021   04-2958132
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification Number)
GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406
(610) 265-3229
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Arthur H. Miller
Executive Vice President and General Counsel
GSI Commerce, Inc.
935 First Avenue
King of Prussia, PA 19406
Telephone: (610) 491-7000
Facsimile: (610) 265-1730
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
     
Francis E. Dehel
Melissa Palat Murawsky
Blank Rome LLP
One Logan Square
Philadelphia, PA 19103
Facsimile: (215) 569-5555 		  David A. Stockton
David M. Eaton
Kilpatrick Stockton LLP
Suite 2800
1100 Peachtree Street
Atlanta, GA 30309-4530
Facsimile: (404) 541-3402
     Approximate date of commencement of proposed sale of the securities to the public: Not applicable. This Amendment No. 1 relates to the deregistration of unsold securities.
     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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(d) 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
      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
(Do not check if a smaller reporting company)		   Smaller reporting company o 
 
 

 

 

DEREGISTRATION OF SECURITIES
GSI Commerce, Inc. (“GSI” or the “Registrant”) is filing this Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 (Registration No. 333-155045), which was filed with the Commission on November 4, 2008, amended on December 23, 2008 and declared effective on December 30, 2008 (the “Registration Statement”), to deregister shares of the Registrant’s common stock, par value $.01 per share (the “Common Stock”), originally registered for issuance in connection with the Agreement and Plan of Merger, dated as of October 5, 2008 (the Merger Agreement”) among Innotrac Corporation (“Innotrac”), GSI and Bulldog Acquisition Corp (“BAC”). The Registration Statement registered (i) $30,000,000 of an indeterminate number of shares of Common Stock issuable by GSI in connection with the proposed merger contemplated by the Merger Agreement and (ii) accompanying Preferred Stock Purchase Rights issuable in accordance with the Rights Agreement, dated as of April 3, 2006, between GSI and American Stock Transfer & Trust Company, as Rights Agent, which are attached to and trade with GSI’s Common Stock.
On January 28, 2009, GSI, BAC and Innotrac entered into a Termination Agreement to terminate the Merger Agreement and abandon the merger contemplated thereby. Pursuant to the undertaking contained in the Registration Statement, the Registrant hereby withdraws the Registration Statement and removes from registration the shares of Common Stock and Preferred Stock Purchase Rights that had been registered under the Registration Statement. No Common Stock and Preferred Stock Purchase Rights were sold under the Registration Statement.
Item 21. Exhibits and Financial Statement Schedules
     (a) Exhibits
     
Exhibit    
No.   Description
 
24.1
  Powers of Attorney (previously filed)

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, King of Prussia, Pennsylvania.
     
 
  GSI COMMERCE, INC.
 
    
Date: February 3, 2009
  *
 
   
 
  Michael G. Rubin,
 
  Chairman, President and Chief
 
  Executive Officer
     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date(s) indicated.
         
Signature   Capacity   Date
 
        
*
  Chairman, President and Chief Executive   February 3, 2009
 
Michael G. Rubin
  Officer (principal executive officer)    
 
        
*
  Executive Vice President, Finance and   February 3, 2009
 
Michael R. Conn
  Chief Financial Officer (principal financial    
 
  officer and principal accounting officer)    
 
        
*
  Director   February 3, 2009
 
M. Jeffrey Branman
       
 
        
*
  Director   February 3, 2009
 
Michael J. Donahue
       
 
        
*
  Director   February 3, 2009
 
Ronald D. Fisher
       
 
        
*
  Director   February 3, 2009
 
John A. Hunter
       
 
        
*
  Director   February 3, 2009
 
Mark S. Menell
       
 
        
*
  Director   February 3, 2009
 
Jeffrey F. Rayport
       
 
        
*
  Director   February 3, 2009
 
Lawrence S. Smith
       
 
        
*
  Director   February 3, 2009
 
Andrea M. Weiss
       
 
*By:
  /s/ Michael G. Rubin    
 
 
 
Attorney-in-fact