As filed with the Securities and Exchange Commission on October 1, 2018
Registration Nos. 333-186072
333-172605
333-160915
333-152426
333-153548
333-147977
333-121379
333-111814
333-106163
333-102051
333-75734
333-54230
333-30972
333-71455
333-48341
333-48363
033-65247
033-65245
033-57457
033-57459
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-186072
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-172605
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-160915
Post-Effective Amendment No. 2 to FormS-8, Registration StatementNo. 333-152426
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-153548
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-147977
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-121379
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-111814
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-106163
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-102051
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-75734
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-54230
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-30972
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-71455
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-48341
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 333-48363
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 033-65247
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 033-65245
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 033-57457
Post-Effective Amendment No. 1 to FormS-8, Registration StatementNo. 033-57459
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
XCERRA CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts | 04-2594045 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) |
825 University Avenue
Norwood, MA 02062-2643
Telephone:(781) 461-1000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Second Amended and Restated 2004 Employee Stock Purchase Plan
LTX-Credence Corporation 2010 Stock Plan
Amended And RestatedLTX-Credence Corporation 2004 Employee Stock Purchase Plan
Credence Systems Corporation 2005 Stock Incentive Plan, as amended and restated
Credence Systems Corporation 1993 Stock Option Plan, as amended and restated
Inducement Stock Option Grant to Kevin C. Eichler (Grant Date of January 7, 2008)
Inducement Stock Option Grant to Laura Owen (Grant Date of July 16, 2007)
Inducement Stock Option Grant to Amir Aghdaei (Grant Date of August 10, 2007)
Inducement Stock Option Grant to Joy Leo (Grant Date of April 16, 2007)
Inducement Stock Option Grant to Pat Brady (Grant Date of April 16, 2007)
NPTest Holding Corporation 2003 Stock Incentive Plan
Optonics, Inc. 2001 Stock Option and Incentive Plan
Fluence Technology, Inc. 1997 Stock Option Plan
Credence Systems Corporation Supplemental Stock Option Plan
Integrated Measurement Systems, Inc. 1995 Stock Incentive Plan
TMT, Inc. 1996 Stock Option Plan
2004 Stock Plan
2004 Employee Stock Purchase Plan
STI 2000 Stock Plan
2001 Stock Plan
1999 Stock Plan
1993 Employees’ Stock Purchase
1990 Stock Option Plan
1990 Employees’ Stock Purchase Plan
1995 LTX (Europe) Ltd. Approved Stock Option Plan
(FULL TITLE OF THE PLAN)
Thomas D. Kampfer
General Counsel and Secretary
Xcerra Corporation
825 University Avenue
Norwood, MA 02062
(781)461-1000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Paul J. Shim
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Tel.: (212)225-2000
Fax: (212)225-3999
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were registered but not sold pursuant to this registration statement.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company” in Rule12b-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 SECURITIES
These Post-Effective Amendments (the “Post-Effective Amendments”) are being filed to remove from registration all unsold securities of Xcerra Corporation, a Massachusetts corporation (the “Company”) registered under the following Registration Statements on FormS-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
• | Registration StatementNo. 333-186072, filed on January 17, 2013, registering the offer and sale of 800,000 shares of Common Stock, $0.05 par value per share, issuable under the Second Amended and RestatedLTX-Credence Corporation 2004 Employee Stock Purchase Plan |
• | Registration StatementNo. 333-172605, filed on March 3, 2011, registering the offer and sale of 7,433,350 shares of Common Stock, $0.05 par value per share, issuable under the 2004 Stock Plan and the 2005 Stock Incentive Plan |
• | Registration StatementNo. 333-160915, filed on July 30, 2009, registering the offer and sale of 1,200,000 shares of Common Stock, $0.05 par value per share, issuable pursuant to future awards under the Amended and RestatedLTX-Credence Corporation 2004 Employee Stock Purchase Plan |
• | Registration StatementNo. 333-152426, filed on September 18, 2008, registering the offer and sale of 7,766,164 shares of Common Stock, $0.05 par value per share, issuable upon the exercise of outstanding stock option and other equity-based awards granted under (i) the Credence Systems Corporation 2005 Stock Incentive Plan, as amended and restated, (ii) the Credence Systems Corporation 1993 Stock Option Plan, as amended and restated, (iii) the Inducement Stock Option Grant to Kevin C. Eichler (Grant Date of January 7, 2008), (iv) the Inducement Stock Option Grant to Laura Owen (Grant Date of July 16, 2007), (v) the Inducement Stock Option Grant to Amir Aghdaei (Grant Date of August 10, 2007), (vi) the Inducement Stock Option Grant to Joy Leo (Grant Date of April 16, 2007), (vii) the Inducement Stock Option Grant to Pat Brady (Grant Date of April 16, 2007), (viii) the NPTest Holding Corporation 2003 Stock Incentive Plan, (ix) the Optonics, Inc. 2001 Stock Option and Incentive Plan, (x) the Fluence Technology, Inc. 1997 Stock Option Plan, (xi) the Credence Systems Corporation Supplemental Stock Option Plan, (xii) the Integrated Measurement Systems, Inc. 1995 Stock Incentive Plan, and (xiii) the TMT, Inc. 1996 Stock Option Plan |
• | Registration StatementNo. 333-153548, filed on September 18, 2008, registering the offer and sale of 8,819,965 shares of Common Stock, $0.05 par value per share, issuable pursuant to future awards under the Credence Systems Corporation 2005 Stock Incentive Plan, as Amended and Restated |
• | Registration StatementNo. 333-147977, filed on December 11, 2007, registering the offer and sale of 8,642,704 shares of Common Stock, $0.05 par value per share, issuable under the 2004 Stock Plan to the extent such shares are not issued under the Registrant’s 2001 Stock Plan or 1999 Stock Plan |
• | Registration StatementNo. 333-121379, filed on December 17, 2004, registering the offer and sale of 4,000,000 shares of Common Stock, $0.05 par value per share, issuable under the 2004 Stock Plan |
• | Registration StatementNo. 333-111814, filed on January 9, 2004, registering the offer and sale of 1,200,000 shares of Common Stock, $0.05 par value per share, issuable under the 2004 Employee Stock Purchase Plan |
• | Registration StatementNo. 333-106163, filed on June 16, 2003, registering the offer and sale of 265,000 shares of Common Stock, $0.05 par value per share, issuable under the STI 2000 Stock Plan |
• | Registration StatementNo. 333-102051, filed on December 20, 2002, registering the offer and sale of 2,425,000 shares of Common Stock, $0.05 par value per share, issuable under the 2001 Stock Plan |
• | Registration StatementNo. 333-75734, filed on December 21, 2002, registering the offer and sale of 2,350,000 shares of Common Stock, $0.05 par value per share, issuable under the 2001 Stock Plan |
• | Registration StatementNo. 333-54230, filed on January 24, 2002, registering the offer and sale of 2,325,000 shares of Common Stock, $0.05 par value per share, issuable under the 1999 Stock Plan |
• | Registration StatementNo. 333-30972, filed on February 23, 2000, registering the offer and sale of 2,100,000 shares of Common Stock, $0.05 par value per share, issuable under the 1999 Stock Plan |
• | Registration StatementNo. 333-71455, filed on January 29, 1999, registering the offer and sale of 1,500,000 shares of Common Stock, $0.05 par value per share, issuable under the 1993 Employees’ Stock Purchase Plan |
• | Registration StatementNo. 333-48341, filed on March 20, 1998, registering the offer and sale of 1,525,000 shares of Common Stock, $0.05 par value per share, issuable under the 1990 Stock Option Plan |
• | Registration StatementNo. 333-48363, filed on March 20, 1998, registering the offer and sale of 300,000 shares of Common Stock, $0.05 par value per share, issuable under the 1990 Employees’ Stock Purchase Plan |
• | Registration StatementNo. 033-65247, filed on December 21, 1995, registering the offer and sale of 1,000,000 shares of Common Stock, $0.05 par value per share, issuable under the 1990 Stock Option Plan |
• | Registration StatementNo. 033-65245, filed on December 21, 1995, registering the offer and sale of 600,000 shares of Common Stock, $0.05 par value per share, issuable under the 1993 Employees’ Stock Purchase Plan |
• | Registration StatementNo. 033-57457, filed on January 26, 1995, registering the offer and sale of 1,200,000 shares of Common Stock, $0.05 par value per share, issuable under the 1990 Stock Option Plan |
• | Registration StatementNo. 033-57459, filed on January 26, 1995, registering the offer and sale of 100,000 shares of Common Stock, $0.05 par value per share, issuable under the 1995 LTX (Europe) Ltd. Approved Stock Option Plan |
Pursuant to an Agreement and Plan of Merger dated as of May 7, 2018 (the “Merger Agreement”) among Cohu, Inc., a Delaware corporation (“Parent”), the Company and Xavier Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. The Merger became effective on October 1, 2018 (the “Effective Time”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration by means of a post–effective amendment any securities registered under the Registration Statements which remain unsold at the termination of the offering, the Company hereby removes from registration any securities registered under the Registration Statements which remained unsold as of the Effective Time, and the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
In addition, on October 1, 2018, NASDAQ filed Form 25 to delist the Company’s shares of common stock. The Company intends to file Form 15 to terminate registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its duty to file reports under Sections 13 and 15(d) of the Exchange Act.
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 FormS-8 and has duly caused the Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Norwood, State of Massachusetts, on October 1, 2018.
XCERRA CORPORATION | ||
By: | /s/ Jeffrey D. Jones | |
Name: | Jeffrey D. Jones | |
Title: | VP Finance, Treasurer and Chief Financial Officer |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.