-----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, JNIt8RCNXbUNKqsWNDmK/K8icJI5d3ktN+Zd86hbHaE5cshCqFW7chEr8OK93AMn D4CEJbqgQIUWuTanWrQXQg== 0000893965-10-000049.txt : 20100525 0000893965-10-000049.hdr.sgml : 20100525 20100525161524 ACCESSION NUMBER: 0000893965-10-000049 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100525 DATE AS OF CHANGE: 20100525 EFFECTIVENESS DATE: 20100525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLATO LEARNING INC CENTRAL INDEX KEY: 0000893965 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PUBLISHING [2741] IRS NUMBER: 363660532 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-156110 FILM NUMBER: 10857154 BUSINESS ADDRESS: STREET 1: 10801 NESBITT AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55437 BUSINESS PHONE: 9528321000 MAIL ADDRESS: STREET 1: 10801 NESBITT AVENUE SOUTH CITY: BLOOMINGTON STATE: MN ZIP: 55437 FORMER COMPANY: FORMER CONFORMED NAME: TRO LEARNING INC DATE OF NAME CHANGE: 19940218 S-8 POS 1 body333-156110.htm DEREGISTRATION STATEMENT 333-156110 body333-156110.htm

As filed with the Securities and Exchange Commission on May 25, 2010
Registration Number 333-156110

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


PLATO LEARNING, INC.
(Exact name of registrant as specified in its charter)


Delaware
  
36-3660532
(State of incorporation)
  
(I.R.S. Employer Identification No.)

10801 Nesbitt Avenue South
Bloomington, Minnesota 55437
(952) 832-1000
(Address of Principal Executive Offices)

PLATO LEARNING, INC. 2006 STOCK INCENTIVE PLAN
(Full title of the plan)

Vincent Riera
President and Chief Executive Officer
PLATO Learning, Inc.
10801 Nesbitt Avenue South
Bloomington, Minnesota 55437
(952) 832-1000
(Name, address and telephone number of agent for service)


DEREGISTRATION OF SECURITIES
In accordance with the undertaking of PLATO Learning, Inc. (the "Company") set forth in its Registration Statement on Form S-8 (File No. 333-156110) (the "Registration Statement") relating to a total of 1,246,734 shares of Common Stock, par value $0.01 per share, issuable under its 2006 Stock Incentive Plan (the "Plan") filed with the Securities and Exchange Commission (the "SEC") on December 12, 2008, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any shares of Common Stock of the Company that might be issued pursuant to the Plan under the Registration Statement.  The Company is delisting its Common Stock from The Nasdaq Global Market and deregistering its Common Stock under Sections 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), through the filing of a Form 25 with the SEC on May 25, 2010 and a Form 15 thereafter. Because the Company will no longer be filing reports pursuant to the Exchange Act, the Company is deregistering the remaining shares of Common Stock that may be issued pursuant to the Plan.
 

 
 
 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 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 No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomington, State of Minnesota on May 25, 2010.

 
PLATO LEARNING, INC.
 
 
By: /s/ Vincent. Riera
 
Name: Vincent Riera
 
Title: President and Chief Executive Officer


 
 
 

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