Post-effective Amendment to an S-8 Filing (s-8 Pos)
25 Enero 2019 - 3:36PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on January 25, 2019
Registration No. 333-228965
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
CCUR
HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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04-2735766
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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4375 River Green Parkway, Suite 210,
Duluth, Georgia
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30096
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(Address of Principal Executive Offices)
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(Zip Code)
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CCUR Holdings, Inc. Amended and Restated
2011 Stock Incentive Plan
(Full title of the plan)
Heather Asher
General Counsel
CCUR Holdings, Inc.
4375 River Green Parkway
Duluth, Georgia
30096
(Name and address of agent for service)
(770) 305-6796
(Telephone
number, including area code, of agent for service)
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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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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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
On December 21, 2018,
CCUR Holdings, Inc., a Delaware Corporation (the “Company” or the “Registrant”) filed with the Securities
and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-228965) (the “Form S-8”)
registering 900,000 shares of the Registrant’s common stock, par value $0.01 per share, to be issued pursuant to the CCUR
Holdings, Inc. Amended and Restated 2011 Stock Incentive Plan (such plan, formerly known as the Concurrent Computer Corporation
2011 Stock Incentive Plan).
The Registrant is amending
the Form S-8 solely to correct a clerical error in the consent of Deloitte & Touche LLP, the Registrant’s independent
registered public accounting firm through the period ending September 30, 2017, that was filed as Exhibit 23.3 to the Form S-8.
We have included as Exhibit 23.3 to this Post-Effective Amendment No. 1 to the Form S-8 the corrected version of the consent of
Deloitte & Touche LLP, executed on December 21, 2018.
SIGNATURES
Pursuant to the requirements
of the Securities Act, 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 Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Raleigh, state of North Carolina on this 25th day of January, 2019.
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CCUR HOLDINGS, INC.
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By:
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/s/ Wayne
Barr, Jr.
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Wayne Barr, Jr.
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Interim President and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacity indicated on the
25th day of January, 2019.
Signature
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Title
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/s/ Wayne Barr, Jr.
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Executive Chairman of the Board
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Wayne Barr
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/s/ Wayne Barr, Jr.
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Interim President and Chief Executive Officer and Director
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Wayne Barr, Jr.
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(Principal Executive Officer)
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*
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Chief Financial Officer
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Warren Sutherland
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(Principal Financial Officer and Principal Accounting Officer)
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*
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Director
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David Nicol
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*
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Director
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Steven G. Singer
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*By:
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/s/ Wayne Barr, Jr.
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Wayne Barr, Jr.
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Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
No
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Description
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4.1
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Restated Certificate of Incorporation
of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Registration
Statement on Form S-2 (File No. 33-62440)).
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