As filed with the Securities and Exchange Commission on September 21, 2016
Registration No. 33-93900 Registration No. 333-67987 Registration No. 333-53504 Registration No. 333-88020 |
Registration No. 333-2594 Registration No. 333-73027 Registration No. 333-59630 Registration No. 333-88024 |
Registration No. 333-22473 Registration No. 333-33728 Registration No. 333-59632 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 33-93900
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-2594
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-22473
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-67987
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-73027
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-33728
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-53504
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-59630
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-59632
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-88020
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-88024
UNDER THE SECURITIES ACT OF 1933
ACI WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 47-0772104 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
3520 Kraft Rd, Suite 300 Naples, FL |
34105 | |
(Address of principal executive offices) | (Zip Code) |
1994 Stock Option Plan
1996 Stock Option Plan
1997 Management Stock Option Plan
Deferred Compensation Plan
1999 Stock Option Plan
MessagingDirect Ltd. Amended and Restated Employee Share Option Plan
2000 Non-Employee Director Stock Option Plan
2002 Non-Employee Director Stock Option Plan
(Full title of the plan)
Dennis P. Byrnes, Esq.
Executive Vice President
ACI Worldwide, Inc.
6060 Coventry Drive
Elkhorn, Nebraska 68022
(402) 390-7600
(Name, address, and telephone number, including area code, of agent for service)
With a copy to:
Jeffery R. Schaffart, Esq.
Koley Jessen P.C., L.L.O.
1125 South 103rd Street, Suite 800
Omaha, Nebraska 68124
(402) 390-9500
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 | ¨ |
EXPLANATORY NOTE
This Post-Effective Amendment (this Post-Effective Amendment) to each of the following Registration Statements on Form S-8 (collectively, the Registration Statements) of ACI Worldwide, Inc. (the Registrant) is being filed to terminate all offerings under the Registration Statements and deregister any and all securities that remain unsold pursuant to the Registration Statements, in each case, solely to the extent they relate to the Registrants 1994 Stock Option Plan, 1996 Stock Option Plan, 1997 Management Stock Option Plan, (1998) Deferred Compensation Plan, 1999 Stock Option Plan, MessagingDirect Ltd. Amended and Restated Employee Share Option Plan, 2000 Non-Employee Director Stock Option Plan and 2002 Non-Employee Director Stock Option Plan (collectively, the Prior Plans):
1. | Registration Statement No. 33-93900, filed with the Securities and Exchange Commission (the Commission) on June 23, 1995, registering 5,732,928 shares of the Registrants common stock, par value $0.005 per share (Common Shares) (as adjusted to reflect the two-for-one stock split effected by the Registrant on July 1, 1996 and the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1994 Stock Option Plan; |
2. | Registration Statement No. 333-2594, filed with Commission on March 20, 1996, registering 3,024,000 Common Shares (as adjusted to reflect the two-for-one stock split effected by the Registrant on July 1, 1996 and the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1996 Stock Option Plan; |
3. | Registration Statement No. 333-22473, filed with Commission on February 27, 1997, registering 3,150,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1997 Management Stock Option Plan; |
4. | Registration Statement No. 333-67987, filed with Commission on November 25, 1998, pertaining the the registration of $30,000,000 in deferred compensation plan obligations under the Registrants (1998) Deferred Compensation Plan; |
5. | Registration Statement No. 333-73027, filed with Commission on February 26, 1999, registering 3,000,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1999 Stock Option Plan; |
6. | Registration Statement No. 333-33728, filed with Commission on March 31, 2000, registering 3,000,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1999 Stock Option Plan; |
7. | Registration Statement No. 333-53504, filed with Commission on January 10, 2001, registering 1,100,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the MessagingDirect Ltd. Amended and Restated Employee Share Option Plan; |
8. | Registration Statement No. 333-59630, filed with Commission on April 27, 2001, registering 3,000,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1999 Stock Option Plan; |
9. | Registration Statement No. 333-59632, filed with Commission on April 27, 2001, registering 75,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 2000 Non-Employee Director Stock Option Plan; |
10. | Registration Statement No. 333-88020, filed with Commission on May 10, 2002, registering 3,000,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 1999 Stock Option Plan; |
11. | Registration Statement No. 333-88024, filed with Commission on May 10, 2002, registering 750,000 Common Shares (as adjusted to reflect the three-for-one stock split effected by the Registrant on July 10, 2014) issuable pursuant to the Registrants 2002 Non-Employee Director Stock Option Plan. |
The Company is no longer issuing securities under the Prior Plans. This Post-Effective Amendment is being filed in order to deregister all Common Shares and deferred compensation plan obligations that were registered under the Registration Statements and remain unissued under the Registration Statements, in each case, solely to the extent they relate to the Prior Plans. For the avoidance of doubt, this Post-Effective Amendment will have no effect of the status of the Common Shares issuable pursuant to the Companys 1999 Employee Stock Purchase Plan, which Common Shares were also registered pursuant to Registration Statement Nos. 33-73027 and 333-59630.
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Elkhorn, State of Nebraska, on September 21, 2016.
ACI WORLDWIDE, INC. | ||||||
By: | /s/ Dennis P. Byrnes | |||||
Name: Dennis P. Byrnes | ||||||
Title: Executive Vice President |
Note: No other person is required to sign this Post-Effective Amendment in reliance on Rule 478 of the Securities Act of 1933, as amended.