Post-effective Amendment to an S-8 Filing (s-8 Pos)
23 2월 2023 - 6:45AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 22, 2023
Registration
No. 333-251603
Registration
No. 333-268151
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO:
FORM
S-8 REGISTRATION STATEMENT NO. 333-251603
FORM
S-8 REGISTRATION STATEMENT NO. 333-268151
UNDER
THE SECURITIES ACT OF 1933
Paya
Holdings Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
85-2199433 |
(State
or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
303
Perimeter Center North, Suite 600
Atlanta, Georgia
|
|
30346 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Paya
Holdings Inc. Omnibus Incentive Plan
(Full
titles of the plans)
Melinda
Doster
General
Counsel and Secretary
Paya
Holdings Inc.
303
Perimeter Center North, Suite 600
Atlanta, Georgia
30346
(800) 261-0240
(Name,
address, and telephone number of agent for service)
Copies
to:
Jennifer
Lee
Sophia
Hudson, P.C.
Kirkland
& Ellis LLP
601
Lexington Avenue
New
York, NY 10022
(212)
446-4800
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.
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 SHARES
These
Post-Effective Amendments (the “Post-Effective Amendments”) relate to the following registration statements on Form S-8 (the
“Registration Statements”), filed by Paya Holdings Inc., a Delaware corporation (the “Company”), with the Securities
and Exchange Commission:
| ● | Registration
Statement No. 333-251603, filed on December 22, 2020, relating to the registration of 10,560,000
Shares under the Paya Holdings Inc. Omnibus Incentive Plan; and |
| ● | Registration
Statement No. 333-268151, filed on November 4, 2022, relating to the registration of an additional
10,000,000 Shares under the Paya Holdings Inc. Omnibus Incentive Plan. |
On
February 22, 2023, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 8, 2023 (the “Merger Agreement”),
by and among the Registrant, Nuvei Corporation, a corporation incorporated pursuant to the laws of Canada (“Parent”), and
Pinnacle Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged
with and into the Registrant (the “Merger”), with the Registrant surviving as a wholly owned subsidiary of Parent.
As
a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of securities
pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to
remove from registration, by means of a post-effective amendment, any of the Shares registered under the Registration Statements that
remain unsold at the termination of the offerings, the Registrant hereby terminates the effectiveness of the Registration Statements
and removes from registration the Shares registered but remaining unsold under the Registration Statements as of the date hereof. The
Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to
these Post-Effective Amendments, there will be no remaining Shares registered by the Registrant pursuant to the Registration Statements.
SIGNATURE
Pursuant
to the requirements of the Securities Act of 1933, as amended, 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 these Post-Effective Amendments to the Registration Statements
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montréal, Province of Québec, Country of Canada, on February 22, 2023.
|
PAYA HOLDINGS INC. |
|
|
|
|
By: |
/s/ David Schwartz |
|
Name: |
David Schwartz |
|
Title: |
Chief Financial Officer |
Pursuant
to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.
2
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