S-8 POS 1 d639417ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on October 12, 2018

Registration No. 333-69633

Registration No. 333-86137

Registration No. 333-66992

Registration No. 333-96727

Registration No. 333-96729

Registration No. 333-96733

Registration No. 333-96735

Registration No. 333-111209

Registration No. 333-165385

Registration No. 333-224796

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

REGISTRATION STATEMENT

Post-Effective Amendment No. 3 to Registration Statement No. 333-69633

Post-Effective Amendment No. 2 to Registration Statement No. 333-86137

Post-Effective Amendment No. 1 to Registration Statement No. 333-66992

Post-Effective Amendment No. 1 to Registration Statement No. 333-96727

Post-Effective Amendment No. 1 to Registration Statement No. 333-96729

Post-Effective Amendment No. 1 to Registration Statement No. 333-96733

Post-Effective Amendment No. 1 to Registration Statement No. 333-96735

Post-Effective Amendment No. 1 to Registration Statement No. 333-111209

Post-Effective Amendment No. 1 to Registration Statement No. 333-165385

Post-Effective Amendment No. 1 to Registration Statement No. 333-224796

UNDER

THE SECURITIES ACT OF 1933

 

 

Concentrix CVG Corporation

(successor in interest to Convergys Corporation)

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Ohio   31-1598292

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

201 East Fourth Street

Cincinnati, OH 45202

(Address of principal executive offices, including zip code)

 

 

Convergys Corporation 1998 Long Term Incentive Plan

Convergys Corporation Retirement and Savings Plan

Convergys CMG Retirement Savings Plan

Convergys Corporation Employee Stock Purchase Plan

Convergys Corporation Executive Deferred Compensation Plan

Convergys Corporation Canadian Employee Share Purchase Plan

Convergys Corporation Employee Stock Purchase Plan

Geneva Technology Limited Unapproved Share Option Scheme 1998

Convergys Corporation Deferred Compensation and Option Gain Deferral Plan for Non-Employee Directors

Convergys Corporation Salary Stock Unit Award Agreement with an Employee

Convergys Corporation Restricted Stock Unit Award Agreement with an Employee

Convergys Corporation Stand Alone Stock Option Award

Convergys Corporation 2018 Long-Term Incentive Plan

(Full title of the plans)

 

 

Simon Y. Leung

Senior Vice President, Legal

Concentrix CVG Corporation

44201 Nobel Drive

Fremont, California 94538

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copy to:

Allison Leopold Tilley

Christina F. Pearson

Pillsbury Winthrop Shaw Pittman LLP

2550 Hanover Street

Palo Alto, California 94304

(650) 233-4500

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 (check one):

 

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.  ☐

 

 

 

EXPLANATORY NOTE/ DEREGISTRATION OF UNSOLD SECURITIES

Pursuant to that Agreement and Plan of Merger, dated as of June 28, 2018, by and among SYNNEX Corporation, a Delaware corporation (“SYNNEX”), Delta Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of SYNNEX (“Merger Sub I”), Concentrix CVG Corporation, a Delaware corporation and wholly owned subsidiary of SYNNEX (“Concentrix CVG”), and Convergys Corporation, an Ohio corporation (the “Convergys”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of August 22, 2018, by and among SYNNEX, Merger Sub I, Merger Sub II and Convergys (as further amended, modified or supplemented from time to time, the “Merger Agreement”), on October 5, 2018, Merger Sub I merged with and into Convergys (the “Initial Merger”), with Convergys surviving the Initial Merger as a wholly owned subsidiary of SYNNEX (such surviving corporation, the “Surviving Corporation”), and immediately thereafter the Surviving Corporation merged with and into Concentrix CVG (the “Subsequent Merger” and together with the Initial Merger, the “Mergers”), with Concentrix CVG surviving the Subsequent Merger as a wholly owned subsidiary of SYNNEX.

Convergys previously registered shares of its common shares, without par value (“Common Shares”), issuable or issued under certain employee benefit and equity plans and agreements under the below referenced Registration Statements on Form S-8 (the “Registration Statements”). As a result of the consummation of the transactions contemplated by the Merger Agreement, Concentrix CVG, as successor in interest to Convergys, has terminated all offerings of Common Shares pursuant to the below referenced Registration Statements. In accordance with an undertaking made by Convergys in each of the Registration Statements to remove from registration by means of a post-effective amendment any securities that remain unsold at the termination of the offering, Concentrix CVG, as successor in interest to Convergys, hereby removes and withdraws from registration all shares of Common Stock or other securities that remain unsold as of the date hereof registered pursuant to the Registration Statements. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.

 

Registration
No.		     

 Date Filed With 
the SEC

   

Name of Equity Plan

    Number of Shares of
Common Stock
 Originally Registered 		  
  333-224796      05/09/2018    Convergys Corporation 2018 Long-Term Incentive Plan      11,578,435  
  333-165385      03/10/2010    Convergys Corporation Salary Stock Unit Award Agreement with an Employee, Restricted Stock Unit Award with an Employee, Stan Alone Stock Option Award      409,000  
  333-111209      12/16/2003    Convergys Corporation Employee Stock Purchase Plan      3,000,000  
  333-96735        07/19/2002    Convergys Corporation Executive Deferred Compensation Plan      1,000,000  
  333-96733        07/19/2002    Convergys Corporation Retirement and Savings Plan      5,000,000  
  333-96729        07/19/2002    Convergys Corporation Deferred Compensation and Option Gain Deferral Plan for Non-Employee Directors      250,000  
  333-96727        07/19/2002    Convergys Corporation 1998 Long Term Incentive Plan      8,000,000  
  333-66992        08/07/2001    Geneva Technology Limited Unapproved Share Option Scheme 1998      2,699,073  
  333-86137        08/30/1999    Convergys Corporation Canadian Employee Share Purchase Plan      70,000  
  333-69633        12/23/1998    Convergys Corporation 1998 Long Term Incentive Plan, Convergys Corporation Retirement and Savings Plan, Convergys CMG Retirement Savings Plan, Convergys Corporation Employee Stock Purchase Plan and Convergys Corporation Executive Deferred Compensation Plan      36,200,000  

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-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized in Fremont, State of California, on October 12, 2018.

 

CONCENTRIX CVG CORPORATION (as successor in interest to CONVERGYS CORPORATION)
By:  

/s/ Steven L. Richie

  Steven L. Richie
  Senior Vice President, HR and Legal

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements has been signed below by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/ Steven L. Richie

Steven L. Richie

   

Senior Vice President, HR and Legal, Corporate Secretary, and Director

(Principal Executive Officer)

   October 12, 2018

/s/ Andre S. Valentine

Andre S. Valentine

   

Chief Financial Officer

(Principal Financial Officer)

   October 12, 2018

/s/ Shanthilata Suryadevara

Shanthilata Suryadevara

    Director   October 12, 2018