As Filed with the Securities and Exchange Commission on September 24, 2008
Registration No. 333-109521
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
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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3669
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52-1283030 |
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(Primary Standard Industrial
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(I.R.S. Employer Identification No.) |
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Classification Code Number) |
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704 Quince Orchard Road
Gaithersburg, MD 20878
(301) 721-3000
(Address, including zip code, and
telephone number, including area code, of
principal executive offices)
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
Approximate date of commencement of proposed sale to the public: Not applicable.
If the securities being registered on this form are being offered in connection with the
formation of a holding company and there is compliance with General Instruction G, check the
following box. o
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) 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. o
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. o
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 o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ |
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(Do not check if a smaller reporting company) |
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-4
filed on October 7, 2003, as amended by Pre-Effective Amendment No. 1 filed on November 4,
2003 (File No. 333-109521) (the “Registration Statement”), with the Securities and Exchange
Commission by ACE*COMM Corporation (the “Registrant”). The Registration Statement
registered the offer and sale of up to 5,000,000 shares of ACE*COMM common stock, par value
$0.01 per share, in connection with the proposed acquisition of i3 Mobile, Inc.
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 has duly
caused this Post-Effective Amendment No. 1 to its Registration Statement on Form S-4 (File
No. 333-109521) 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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By:
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/s/ Mark Trudeau |
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Name:
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Mark Trudeau
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Title:
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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-4 (File No. 333-109521) has been
signed by the following persons in the capacities and on the dates indicated.
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/s/ Mark Trudeau
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President (Principal Executive Officer)
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September 24, 2008 |
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/s/ Jeff Koehne
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Vice President, Chief Financial Officer
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September 24, 2008 |
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and Treasurer (Principal
Financial Officer
and Accounting
Officer) |
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/s/ Steve M. Dubnik
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Director, Vice President
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September 24, 2008 |
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/s/ Kevin S. Dickens
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Director, Vice President
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September 24, 2008 |
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/s/ Richard Patterson
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Director
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September 24, 2008 |
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/s/ David Schaible
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Director
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September 24, 2008 |
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