As Filed with the Securities and Exchange Commission on September 24, 2008
Registration No. 333-111628
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
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 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer Identification No.) |
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 only securities being registered on this form are being offered pursuant to dividend or
interest reinvestment plans, check the following box. o
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.
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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. 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
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. o
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 413(b) under the Securities Act, check the following box. 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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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 þ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3
filed on December 30, 2003, as amended by Pre-Effective Amendment No. 1 filed on February 4,
2004 and by Pre-Effective Amendment No. 2 filed on February 24, 2004 (File No. 333-111628)
(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 1,555,730 shares of the Registrant’s common stock, par value $0.01 per share, by
selling stockholders.
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-3 and has duly caused this Post-Effective Amendment No. 1 to its Registration
Statement on Form S-3 (File No. 333-111628) 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-3 (File No. 333-111628) has been
signed by the following persons in the capacities and on the dates indicated.
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Date |
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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 |
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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 |