As filed with the Securities and Exchange Commission on November 15, 2012

Registration No. 333-145869

 

 

 

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

 

 

PENDRELL CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Washington		98-0221142
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2300 Carillon Point

Kirkland, Washington 98033

(425) 278-7100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

PENDRELL CORPORATION 2000 STOCK INCENTIVE PLAN, AS AMENDED

AND RESTATED EFFECTIVE JUNE 15, 2007

(Full title of the plan)

 

 

ROBERT S. JAFFE

VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY

PENDRELL CORPORATION

2300 Carillon Point

Kirkland, Washington 98033

(425) 278-7100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications should be sent to:

MICHAEL HUTCHINGS, ESQ.

DLA PIPER LLP (US)

701 Fifth Avenue, Suite 7000

Seattle, WA 98104-7044

(206) 839-4800

 

 

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):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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EXPLANATORY STATEMENT

Reincorporation; Assumption of Registration Statement

This Post-Effective Amendment is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), and constitutes Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Commission File No. 333-145869) originally filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2007 (the “Prior Registration Statement”) by Pendrell Corporation, a Delaware corporation (“Pendrell Delaware”), the predecessor of Pendrell Corporation, a Washington corporation (the “Company”), relating to 7,000,000 shares of Class A common stock, par value $0.01, of Pendrell Delaware reserved for issuance under the Pendrell Corporation 2000 Stock Incentive Plan, as amended and restated effective June 15, 2007 (the “2000 Plan”). The Company succeeded to the interests of Pendrell Delaware following a reincorporation effected pursuant to an Agreement and Plan of Merger dated as of November 14, 2012 (the “Merger Agreement”) between Pendrell Delaware and the Company. The Merger Agreement provided for, among other things, the merger of Pendrell Delaware with and into the Company, a wholly owned subsidiary of Pendrell Delaware (the “Merger”). The Merger Agreement was approved by the stockholders of Pendrell Delaware at the annual meeting of stockholders held on November 14, 2012, for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

As a result of the Merger and upon the effective date of the Merger, each outstanding share of Class A common stock, par value $.01, of Pendrell Delaware was automatically converted into one share of Class A common stock, $0.01 par value, of the Company, and each outstanding share of Class B common stock, par value $0.01, of Pendrell Delaware was automatically converted into one share of Class B common stock, $0.01 par value, of the Company. Immediately prior to the consummation of the Merger, the Company had nominal assets and liabilities.

In accordance with paragraph (d) of Rule 414 of the Securities Act, except as modified by this Post-Effective Amendment No. 1, the Company, as successor issuer to Pendrell Delaware, hereby expressly adopts the Prior Registration Statement as its own registration statement for all purposes of the Securities Act and the Exchange Act. The applicable registration fees were paid at the time of the original filing of the Prior Registration Statement.

DEREGISTRATION OF SHARES

On November 14, 2012, Pendrell Delaware’s stockholders approved the Pendrell Corporation 2012 Equity Incentive Plan (the “2012 Plan”), and the 2000 Plan was terminated. Under the terms of the 2012 Plan, 1,356,255 shares of Class A common stock, par value $.01, of Pendrell Delaware that were previously authorized but unissued under the 2000 Plan became available for future awards under the 2012 Plan (the “Unissued Shares”). The Unissued Shares were registered in a Registration Statement on Form S-8 relating to the 2012 Plan and filed with the SEC by the Company on November 15, 2012.

In accordance with the undertakings made by Pendrell Delaware in Item 9 of the Prior Registration Statement, the Company is filing this Post-Effective Amendment No. 1 to remove from registration all securities previously registered under the Prior Registration Statement that remain unissued as of the date of this Post-Effective Amendment No. 1.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are hereby incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on March 9, 2012, as amended by the Registrant’s Annual Report on Form 10-K/A (Amendment No. 1) for the fiscal year ended December 31, 2011, filed with the Commission on April 30, 2012, which contains audited consolidated financial statements for the most recent fiscal year for which such statements have been filed

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(b) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year ended December 31, 2011; and

(c) The description of the Registrant’s Class A Common Stock set forth in the Registration Statement on Form 8-A, filed with the Commission on September 8, 2006, including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all of the securities offered hereby have been sold or which deregisters all of the securities covered hereby then remaining unsold, shall also be deemed to be incorporated by reference into this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed.

Any statement incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4.

DESCRIPTION OF SECURITIES

Not applicable.

 

Item 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

 

Item 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act (the “WBCA”) authorize a court to award, or a corporation’s board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances, including for liabilities arising under the Securities Act. The directors and officers of the registrant also may be indemnified against liability they may incur by reason of being a director or officer of the registrant pursuant to a liability insurance policy maintained by the registrant for such purpose. The registrant’s Articles of Incorporation and Bylaws provide for indemnification of the registrant’s directors, officers, employees and agents to the maximum extent permitted by Washington law. In addition, the registrant has entered into indemnification agreements with its directors and executive officers that provide the directors and executive officers with indemnification to the maximum extent permitted by the WBCA.

Section 23B.08.320 of the WBCA authorizes a corporation to limit a director’s liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, knowing violations of law or illegal corporate loans or distributions, or any transaction from which the director personally receives a benefit in money, property or services to which the director is not legally entitled. The registrant’s Articles of Incorporation contain provisions implementing, to the fullest extent permitted by Washington law, such limitations on a director’s liability to the registrant and its shareholders.

 

Item 7.

EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

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Item 8.

EXHIBITS

 

Exhibit Number		Description
4.1		Articles of Incorporation of Pendrell Corporation, a Washington corporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on November 15, 2012).
4.2		Bylaws of Pendrell Corporation, a Washington corporation (incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission on November 15, 2012).
5.1		Opinion of DLA Piper LLP (US)
23.1		Consent of DLA Piper LLP (US) (included in opinion filed as Exhibit 5.1)
23.2		Consent of Deloitte & Touche LLP

 

Item 9.

UNDERTAKINGS

(a) The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement;

(i) To include any prospectus required by Section 10(a)(3) or the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that clauses a(1)(i) and a(1)(ii) shall not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission

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such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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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 Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kirkland, State of Washington, on November 15, 2012.

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Benjamin G. Wolff, Thomas J. Neary and Robert S. Jaffe, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution for him, and in his name in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, and any of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities indicated below on the 15th day of November, 2012.

 

Signature		Title
/s/ Benjamin G. Wolff Benjamin G. Wolff		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Thomas J. Neary Thomas J. Neary		Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Craig O. McCaw Craig O. McCaw		Chairman of the Board of Directors
/s/ Richard P. Emerson Richard P. Emerson		Director
/s/ Richard P. Fox Richard P. Fox		Director
/s/ Nicolas Kauser Nicolas Kauser		Director
/s/ R. Gerard Salemme R. Gerard Salemme		Director
/s/ Stuart M. Sloan Stuart M. Sloan		Director
/s/ H. Brian Thompson H. Brian Thompson		Director

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INDEX TO EXHIBITS

 

Exhibit Number		Description
4.1		Articles of Incorporation of Pendrell Corporation, a Washington corporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the Securities and Exchange Commission on November 15, 2012).
4.2		Bylaws of Pendrell Corporation, a Washington corporation (incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the Securities and Exchange Commission on November 15, 2012).
5.1		Opinion of DLA Piper LLP (US)
23.1		Consent of DLA Piper LLP (US) (included in opinion filed as Exhibit 5.1)
23.2		Consent of Deloitte & Touche LLP
24.1		Power of Attorney (included on signature page)