As filed with the Securities and Exchange Commission on April 8, 2020
Registration No. 333-142036
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
InsPro Technologies Corporation
(Exact Name of Registrant as specified in its charter)
Delaware | 98-0438502 | |
(State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1510 Chester Pike, Suite 400
Eddystone, Pennsylvania 19022
(484) 654-2200
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
HEALTH BENEFITS DIRECT CORPORATION
2006 OMNIBUS EQUITY COMPENSATION PLAN
(Full title of the plan)
Bithindra Bhattacharya
Treasurer
InsPro Technologies Corporation
1510 Chester Pike, Suite 400
Eddystone, Pennsylvania 19022
(484) 654-2200
(Name and address of Agent for Service)
(484) 654-2200
(Telephone number, including area code, of agent for service)
With copies to:
Valérie Demont
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10012
Telephone: (212) 653-8700
Facsimile: (212) 653-8701
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ | |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act☐
DEREGISTRATION OF UNSOLD SECURITIES
On January 30, 2020, InsPro Technologies Corporation (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Majesco, a California corporation (the “Buyer”), and Majesco Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Buyer (“Merger Sub”). On March 30, 2020, the Merger Agreement was approved by the requisite vote of the Company’s stockholders at a special meeting of stockholders. Pursuant to the terms of the Merger Agreement, the merger of Merger Sub with and into the Company, with the Company continuing as the surviving entity after the merger, was consummated (the “Merger”) on April 1, 2020. As a result of the Merger, the Company is now a wholly-owned subsidiary of the Buyer.
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-142036) (the “Registration Statement”) is being filed by the Company, as successor issuer to Health Benefits Direct Corporation, a Delaware corporation (“Health Benefits”). The Registration Statement was originally filed by Health Benefits with the Securities and Exchange Commission on April 11, 2007 to register the offer and sale of securities under the Health Benefits Direct Corporation 2006 Omnibus Equity Compensation Plan. This Post-Effective Amendment No. 1 to the Registration Statement hereby amends the Registration Statement to deregister all securities registered pursuant to the Registration Statement and not otherwise sold as of the date this Post-Effective Amendment No. 1 is filed.
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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Eddystone, Commonwealth of Pennsylvania, on April 8, 2020.
InsPro Technologies Corporation | ||
By: | /s/ Bithindra Bhattacharya | |
Name: | Bithindra Bhattacharya | |
Title: | Treasurer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Manish Shah | President | April 8, 2020 | ||
Manish Shah | (Principal Executive Officer) | |||
/s/ Bithindra Bhattacharya | Treasurer | April 8, 2020 | ||
Bithindra Bhattacharya | (Principal Financial Officer) | |||
/s/ Wayne Locke | Director | April 8, 2020 | ||
Wayne Locke | ||||
/s/ James Miller | Director | April 8, 2020 | ||
James Miller | ||||
/s/ Mallinath Sengupta | Director | April 8, 2020 | ||
Mallinath Sengupta |
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