As Filed with the Securities and Exchange Commission on September 24, 2008
Registration No. 333-46938
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
ACE*COMM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Maryland
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52-1283030 |
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(I.R.S. Employer Identification No.) |
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704 Quince Orchard Road, Gaithersburg, MD 20878
(Address of principal executive offices)
ACE*COMM CORPORATION AMENDED AND RESTATED OMNIBUS STOCK PLAN
(Full Title of the Plan)
Steve M. Dubnik
Vice President and Secretary
ACE*COMM Corporation
704 Quince Orchard Road
Gaithersburg, MD 20878
(301) 721-3000
(Name, Address, and Telephone Number, including Area Code, of Agent for Service)
Copies of all communications and notices to:
Paul A. Gajer
Sonnnenschein Nath & Rosenthal LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 768-6700
Fax: (212) 768-6800
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. (Check one):
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| Large accelerated filer
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8
(File No. 333-46938) filed on September 29, 2000 (the “Registration Statement”), with the
Securities and Exchange Commission by ACE*COMM Corporation (the “Registrant”). The
Registration Statement registered for issuance, pursuant to the ACE*COMM Corporation Amended
and Restated Omnibus Stock Plan, 1,000,000 shares of common stock, $0.01 par value, of the
Registrant.
On September 22, 2008, pursuant to an Agreement and Plan of Merger, dated as of July
11, 2008, between the Registrant, Ariston Global Holding LLC and Ariston Global Merger Sub,
Inc. (“Merger Sub”), Merger Sub was merged with and into the Registrant, with the Registrant
continuing as the surviving corporation (the “Merger”). As a result of the Merger, each
share of common stock, par value $0.01 per share, of the Registrant was converted into the
right to receive $0.545 in cash, without interest.
The Registrant hereby removes from registration, by means of this Post-Effective
Amendment No. 1, any and all securities registered under the Registration Statement that
have not been issued prior to the Merger.
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 No. 1 to its Registration
Statement on Form S-8 (File No. 333-46938) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gaithersburg, State of Maryland, on September 24,
2008.
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ACE*COMM CORPORATION
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/s/ Mark Trudeau
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Name: |
Mark Trudeau |
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Title: |
President |
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Pursuant to the requirements of the Securities Act of 1933, this Post Effective
Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-46938) has been
signed by the following persons in the capacities and on the dates indicated.
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/s/ Mark Trudeau
Mark Trudeau
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President (Principal Executive Officer)
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September 24, 2008 |
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/s/ Jeff Koehne
Jeff Koehne
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Vice President, Chief Financial
Officer and Treasurer (Principal
Financial Officer and Accounting
Officer)
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September 24, 2008 |
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/s/ Steve M. Dubnik
Steve M. Dubnik
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Director, Vice President and Secretary
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September 24, 2008 |
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/s/ Kevin S. Dickens
Kevin S. Dickens
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Director, Vice President
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September 24, 2008 |
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/s/ Richard Patterson
Richard Patterson
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Director
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September 24, 2008 |
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/s/ David Schaible
David Schaible
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Director
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September 24, 2008 |