- Post-Effective Amendment to an S-8 filing (S-8 POS)
02 Julio 2012 - 7:21AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on July 2, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-53885
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-8 REGISTRATION STATEMENT NO. 333-54198
UNDER
THE SECURITIES ACT OF 1933
ABOVENET, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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11-3168327
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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360 Hamilton Avenue
White Plain, New York 10601
(914) 421-6700
(Address of Principal Executive Offices)
Metromedia Fiber Network, Inc. 1998 Incentive
Stock Plan
(Full title of the plan)
Robert Sokota
Senior Vice President and General Counsel
AboveNet, Inc.
360 Hamilton Avenue
White Plains, NY 10601
(914) 421-6700
(Name and address of agent for service)
Copy to:
Scott Kaufman
Wiggin and Dana LLP
450 Lexington Avenue
New York, NY 10017
(212) 490-1700
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
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments, filed by AboveNet, Inc., a
Delaware corporation (the “Company”), deregister all securities registered for issuance under the Registration Statements
on Form S-8, File Nos. 333-53885 and 333-54198, which were filed with the Securities and Exchange Commission on May 29, 1998
and January 24, 2001, respectively (the “Registration Statements”).
Pursuant to the terms of the Agreement and Plan of Merger, dated
as of March 18, 2012, by and among the Company, Zayo Group, LLC (“Parent”) and Voila Sub, Inc. (the “Merger Agreement”),
Voila Sub, Inc. will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned
subsidiary of Parent (the “Merger”). In connection with the Merger, the Company has terminated all offerings of its
securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration
Statements. Accordingly, and in accordance with an undertaking made by the Company in each Registration Statement to remove from
registration by means of a post-effective amendment any securities registered under the Registration Statement that remain unsold
at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration
Statements which were unsold as of the filing hereof.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these
Post-Effective Amendments to the Registration Statements and has duly caused these Post-Effective Amendments to the Registration
Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of White Plains, State of New
York on this 2nd day of July, 2012.
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ABOVENET, INC.
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By:
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/s/ Robert Sokota
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Robert Sokota
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Senior Vice President and General Counsel
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Pursuant to the requirements of the Securities
Act of 1933, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities
and on the dates indicated.
Date: July 2, 2012
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By:
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/s/ William G. LaPerch
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William G. LaPerch
President, Chief Executive Officer and Director
(Principal Executive Officer)
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Date: July 2, 2012
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By:
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/s/ Joseph P. Ciavarella
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Joseph P. Ciavarella
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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Date: July 2, 2012
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By:
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/s/ Jeffrey A. Brodsky
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Jeffrey A. Brodsky
Director
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Date: July 2, 2012
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By:
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/s/ Michael J. Embler
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Michael J. Embler
Director
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Date: July 2, 2012
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By:
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/s/ Richard Postma
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Richard Postma
Director
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Date: July 2, 2012
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By:
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/s/ Richard Shorten, Jr.
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Richard Shorten, Jr.
Director
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Date: July 2, 2012
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By:
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/s/ Stuart Subotnick
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Stuart Subotnick
Director
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