sv8pos
 

As filed with the Securities and Exchange Commission on November 1, 2007
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
     
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-23937)
  POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-43588)
     
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-56774)
  POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8 REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
(File No. 333-67881)
 
AUTHORIZE.NET HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
 
     
Delaware
(State or other jurisdiction of
incorporation or organization)
  04-3065140
(I.R.S. Employer
Identification Number)
293 BOSTON POST ROAD WEST
MARLBOROUGH, MASSACHUSETTS 01752
(508) 229-3200
(Address, including zip code, of principal executive offices)
 
1996 Incentive and Non-Qualified Stock Option Plan
1998 Non-Statutory Stock Option Plan
(Full Titles of the Plans)
 
Mr. Robert E. Donahue
President and Chief Executive Officer
Authorize.Net Holdings, Inc.
292 Boston Post Road West
Marlborough, Massachusetts 01752
(Name and address of agent for service)
 
(508) 229-3200
(Telephone number, including area code, of agent for service)
 
WITH COPIES TO:
John D. Patterson, Jr., Esquire
Dean F. Hanley, Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
(617) 832-1000
 
 

 


 

EXPLANATORY NOTE
     Authorize.Net Holdings, Inc., a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No.2 to the following Registration Statements on Form S-8 (the “Registration Statements”): (i) the Registration Statement on Form S-8 (File No. 333-23937) filed on March 25, 1997, pertaining to the common stock of the Company, par value $0.01 per share (the “Common Stock”), to be offered under the Company’s 1996 Incentive and Non-Qualified Stock Option Plan, as amended (the “1996 Incentive Plan”); (ii) the Registration Statement on Form S-8 (File No. 333-43588) filed on August 11, 2000, pertaining to the Common Stock to be offered under the 1996 Incentive Plan; (iii) the Registration Statement on Form S-8 (File No. 333-56774) filed on March 9, 2001, pertaining to the Common Stock to be offered under the 1996 Incentive Plan, and (iv) the Registration Statement on Form S-8 (File No. 333-67881) filed on November 25, 1998, pertaining to the Common Stock to be offered under the Company’s 1998 Non-Statutory Stock Option Plan (the “1998 Option Plan”).
     On November 1, 2007, pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of June 17, 2007, by and among the Company, CyberSource Corporation (“CyberSource”), Congress Acquisition-Sub, Inc. and Congress Acquisition Sub 1, LLC, the Company became a wholly-owned subsidiary of CyberSource. As provided in the Merger Agreement, each share of Common Stock of the Company was converted, directly or indirectly, into the right to receive (a) 1.1611 shares of CyberSource common stock and (b) a pro rata share of $125 million in the form of a cash payment. Pursuant to the Merger Agreement, the Company and CyberSource have taken such actions as are necessary such that the Company’s Common Stock is no longer issuable under the 1996 Incentive Plan and the 1998 Option Plan.
     The Company hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unissued.
Item 8 EXHIBITS
     
Exhibit No.   Description of Exhibit
24.1
  Powers of Attorney

 


 

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. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, The Commonwealth of Massachusetts, on November 1, 2007.
         
  AUTHORIZE.NET HOLDINGS, INC.
 
 
  By:   /s/ Eugene J. DiDonato    
    Eugene J. DiDonato   
    Vice President and General Counsel   
 
POWER OF ATTORNEY
     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities.
         
Signature   Title   Date
         
*
 
Robert E. Donahue
  Chief Executive Officer, President and Director (Principal Executive Officer)   November 1, 2007
/s/ Timothy C. O’Brien
 
Timothy C. O’Brien
  Chief Financial Officer, Vice President, Finance and Administration (Principal Financial and Accounting Officer)   November 1, 2007
*
 
Rachelle B. Chong
  Director   November 1, 2007
*
 
Gary Haroian
  Director   November 1, 2007
*
 
Kevin C. Melia
  Director   November 1, 2007
 
 
Andew G. Mills
       
         
By:   /s/ Eugene J. DiDonato      
  Eugene J. DiDonato     
  Attorney-in-Fact