0001193125-16-721798.txt : 20160928 0001193125-16-721798.hdr.sgml : 20160928 20160927174603 ACCESSION NUMBER: 0001193125-16-721798 CONFORMED SUBMISSION TYPE: POSASR PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160928 DATE AS OF CHANGE: 20160927 EFFECTIVENESS DATE: 20160928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Redbox Automated Retail, LLC CENTRAL INDEX KEY: 0001441084 IRS NUMBER: 260100436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-03 FILM NUMBER: 161905323 BUSINESS ADDRESS: STREET 1: ONE TOWER LANE, SUITE 1200 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 BUSINESS PHONE: 630-756-8000 MAIL ADDRESS: STREET 1: ONE TOWER LANE, SUITE 1200 CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ecoATM, LLC CENTRAL INDEX KEY: 0001568176 IRS NUMBER: 263879952 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-05 FILM NUMBER: 161905325 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: ecoATM, Inc. DATE OF NAME CHANGE: 20130129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clover One, LLC CENTRAL INDEX KEY: 0001584791 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-10 FILM NUMBER: 161905329 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sesame Holdings, LLC CENTRAL INDEX KEY: 0001584792 IRS NUMBER: 371460331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-06 FILM NUMBER: 161905330 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUHL Foods, LLC CENTRAL INDEX KEY: 0001584796 IRS NUMBER: 275088486 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-07 FILM NUMBER: 161905331 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coinstar International, Inc. CENTRAL INDEX KEY: 0001584828 IRS NUMBER: 911894114 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-08 FILM NUMBER: 161905333 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coinstar Procurement, LLC CENTRAL INDEX KEY: 0001584793 IRS NUMBER: 453032218 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-09 FILM NUMBER: 161905332 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Redbox Incentives, LLC CENTRAL INDEX KEY: 0001584794 IRS NUMBER: 800771123 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-02 FILM NUMBER: 161905327 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CUHL Holdings, LLC CENTRAL INDEX KEY: 0001584829 IRS NUMBER: 800441670 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-01 FILM NUMBER: 161905326 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: CUHL Holdings Inc. DATE OF NAME CHANGE: 20130821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTERWALL INC CENTRAL INDEX KEY: 0000941604 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 913156448 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560 FILM NUMBER: 161905324 BUSINESS ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 4259438000 MAIL ADDRESS: STREET 1: 1800 114TH AVENUE SE CITY: BELLEVUE STATE: WA ZIP: 98004 FORMER COMPANY: FORMER CONFORMED NAME: OUTWERWALL INC DATE OF NAME CHANGE: 20130628 FORMER COMPANY: FORMER CONFORMED NAME: COINSTAR INC DATE OF NAME CHANGE: 19970311 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAR Ventures, LLC CENTRAL INDEX KEY: 0001584795 IRS NUMBER: 264155256 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POSASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-206560-04 FILM NUMBER: 161905328 BUSINESS ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 BUSINESS PHONE: 425-943-8000 MAIL ADDRESS: STREET 1: 1800 114TH AVE SE CITY: BELLEVUE STATE: WA ZIP: 98004 POSASR 1 d265088dposasr.htm POSASR POSASR

As filed with the Securities and Exchange Commission on September 27, 2016

Registration No. 333-206560

 

 

 

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

 

 

OUTERWALL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   94-3156448

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Galen C. Smith

Chief Financial Officer

Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

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

 

 

Copies to:

Jens M. Fischer

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101-3099

(206) 359-8000

 

 

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.  ¨

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.  ¨

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.  ¨

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.  ¨

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.  x

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.  ¨

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.:

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant

as Specified in Its Charter

   

State or Other
Jurisdiction of
Incorporation
or Organization

   

IRS Employer
Identification
Number (EIN)

    Primary
Standard
Industrial
Classification
Code Number
(SIC)		     

Address, Including Zip Code and
Telephone Number, Including Area Code,
of Registrant’s Principal Executive Office

Clover One, LLC

    DE    —      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

Coinstar International, Inc.

    DE    91-1894114      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

Coinstar Procurement, LLC

    DE    45-3032218      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

CUHL Foods, LLC

    DE    27-5088486      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

CUHL Holdings, LLC

    WA    80-0441670      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

ecoATM, LLC

    DE    26-3879952      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

RAR Ventures, LLC

    DE    26-4155256      7841      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

Redbox Automated Retail, LLC

    DE    26-0100436      7841      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

Redbox Incentives LLC

    IL    80-0771123      7841      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

Sesame Holdings, LLC

    DE    37-1460331      7200      

c/o Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

(425) 943-8000

EXPLANATORY NOTE

Outerwall Inc. (the “Company”) and its subsidiary guarantor registrants (together with the Company, the “Registrants”) are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by the Registrants on August 25, 2015 (File No. 333-206560) (the “Registration Statement”) to deregister certain securities originally registered by the Registrants pursuant to the Registration Statement.

Effective as of September 27, 2016, as contemplated by the Agreement and Plan of Merger, by and among Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc., the Company and Redbox Automated Retail, LLC, dated July 24, 2016, Aspen Merger Sub, Inc. merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Aspen Parent, Inc. (such transaction, the “Merger”).

As part of the Merger, the Registrants have terminated any and all offerings of the Registrants’ securities pursuant to existing registration statements, including the Registration Statement. In accordance with the undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Registrants’ securities that remain unsold at the termination of the offering, the Registrants hereby remove from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any and all securities registered under the Registration Statement that remain unsold as of the effectiveness of the Merger.

This Post-Effective Amendment No. 1 to the Registration Statement also reflects the conversion and name change of one of the Registrants from ecoATM, Inc. to ecoATM, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

OUTERWALL INC.
By:   /s/ Donald R. Rench
Name: Donald R. Rench

Title: Chief Legal Officer, General Counsel and

Corporate Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

CLOVER ONE, LLC
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Vice President and Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

COINSTAR INTERNATIONAL, INC.
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

COINSTAR PROCUREMENT, LLC
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

CUHL FOODS, LLC
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

CUHL HOLDINGS, LLC
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Vice President and Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

ECOATM, LLC
By:   /s/ David D. Maquera
Name:   David D. Maquera
Title:   President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

RAR VENTURES, LLC
By:  

REDBOX AUTOMATED RETAIL, LLC,

its sole member and manager

  /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Vice President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

REDBOX AUTOMATED RETAIL, LLC
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Vice President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

REDBOX INCENTIVES LLC
By:  

REDBOX AUTOMATED RETAIL, LLC,

its sole member and manager

  /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Vice President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant 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 Bellevue, State of Washington, on the 27th day of September, 2016.

 

SESAME HOLDINGS, LLC
By:   /s/ Donald R. Rench
Name:   Donald R. Rench
Title:   Vice President and Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-11