AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON DECEMBER 21, 2018
Registration No. 333-111060
Registration No. 333-124177
Registration No. 333-135877
Registration No. 333-165461
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-111060
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION
STATEMENT NO. 333-124177
POST-EFFECTIVE AMENDMENT NO. 2 TO REGISTRATION
STATEMENT NO. 333-135877
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION
STATEMENT NO. 333-165461
UNDER
THE SECURITIES ACT OF 1933
XO GROUP INC.
(Exact name of registrant as specified
in its charter)
Delaware
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13-3895178
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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195 Broadway, 25th Floor
New York, New York
(212) 219-8555
(Address, including zip code,
and telephone number, including area code, of registrant’s principal executive offices)
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Michael Steib
Chief Executive Officer
XO Group Inc.
195 Broadway, 25th Floor
New York, New York
(212) 219-8555
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
Adam Kaminsky
Fried, Frank, Harris, Shriver & Jacobson
LLP
801 17th Street
NW Washington, DC 20006
Telephone: 1 (202) 639-7420
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.
¨
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 431(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, a 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.
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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Emerging growth company
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¨
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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 SECURITIES
This Post-Effective Amendment (this “
Post-Effective
Amendment
”) relates to the following Registration Statements on Form S-3 (each, a “
Registration Statement
,”
and collectively, the “
Registration Statements
”) of XO Group Inc., a Delaware corporation (the “
Registrant
”),
previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “
SEC
”):
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·
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File
No. 333-111060, registering 2,800,000 shares of common stock, par value $0.01 per share,
of the Company (“
Common Stock
”), which was filed with the SEC on December
10, 2003;
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·
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File No. 333-124177, registering 5,029,375 shares of Common Stock,
which was filed with the SEC on April 20, 2005 and amended by pre-effective Amendment No. 1 filed with the SEC on May 25, 2005;
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·
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File No. 333-135877, registering 2,750,000 shares of Common Stock,
which was filed with the SEC on July 20, 2006; and
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·
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File No. 333-165461, registering 3,671,526 shares of Common Stock,
which was filed with the SEC on March 12, 2010.
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On December 21, 2018, pursuant to an Agreement and Plan of Merger,
dated as of September 24, 2018 (the “
Merger Agreement
”), by and among the Registrant, WeddingWire, Inc., a Delaware
corporation (“
Parent
”), and Wedelia Merger Sub, Corp., a Delaware corporation and a wholly owned subsidiary
of Parent (“
Merger Sub
”), Merger Sub was merged with and into the Registrant, with the Registrant continuing
as the surviving corporation and as a wholly owned subsidiary of Parent (the “
Merger
”). At the effective time
of the Merger, each outstanding share of Common Stock (other than certain shares specified in the Merger Agreement) was converted
into the right to receive $35.00 in cash, without interest and subject to required withholding taxes.
In connection with the Merger, the Registrant is terminating
the Registration Statements and all offerings of securities pursuant to the Registration Statements and deregistering the remaining
shares of Common Stock registered but unsold under the Registration Statements, if any, in accordance with an undertaking made
by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the
shares of Common Stock that had been registered for issuance that remain unsold at the termination of the offerings. The Registration
Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of Common Stock.
After filing this Post-Effective Amendment, the Registrant
intends to file a Form 15 to (i) terminate the registration of all of its securities registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934, as amended (the “
Act
”), and (ii) suspend the Registrant’s reporting
obligations pursuant to Section 15(d) of the Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 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 the City of New York, State of New York, on December 21, 2018.
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XO GROUP INC.
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By:
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/s/ Gillian Munson
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Name: Gillian Munson
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Title: Chief Financial Officer
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No other person is required to sign this Post-Effective Amendment
to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
XO Grp., Inc. (NYSE:XOXO)
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