Post-effective Amendment to an S-8 Filing (s-8 Pos)
17 4월 2018 - 4:24AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 16, 2018
Registration No. 333-04197
Registration No. 333-69377
Registration No. 333-88288
Registration No. 333-111940
Registration No. 333-125364
Registration No. 333-125365
Registration No. 333-204104
Registration No. 333-89703
Registration No. 333-89699
Registration No. 333-36726
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST–EFFECTIVE AMENDMENT NO. 1
TO:
Form S–8 Registration 333-04197
Form S–8 Registration 333-69377
Form S–8 Registration 333-88288
Form S–8 Registration 333-111940
Form S–8 Registration 333-125364
Form S–8 Registration 333-125365
Form S–8 Registration 333-204104
POST-EFFECTIVE AMENDMENT NO. 2 TO:
Form S–8 Registration 333-89703
Form S–8 Registration 333-89699
Form S–8 Registration 333-36726
FORM S–8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DST SYSTEMS, INC.
(Exact name of Registrant as specified in
its charter)
Delaware
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43-1581814
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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333 West 11th Street
Kansas City, Missouri
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64105
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(Address of principal executive offices)
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(ZIP Code)
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DST
Systems Inc. 1995 Stock Option and Performance Award Plan
DST
SYSTEMS, INC. 2000 EMPLOYEE STOCK PURCHASE PLAN
DST SYSTEMS, INC. 2005 EQUITY INCENTIVE
PLAN
DST SYSTEMS, INC. 2005 NON-EMPLOYEE DIRECTORS’
AWARD PLAN
DST SYSTEMS, INC. 401(K) PROFIT SHARING
PLAN, AS AMENDED
DST SYSTEMS, INC. 2015 EQUITY AND INCENTIVE
PLAN
(Full title of the plan)
Aisha Reynolds, Esq.
Vice President and Assistant Secretary
DST Systems, Inc.
333 West 11th Street
Kansas City, Missouri 64105
(Name and address of agent for service)
(816) 435-1000
(Telephone number, including area code,
of agent for service)
Copies of all communications, including
all communications sent to the agent for service, should be sent to:
Eileen T. Nugent
Maxim O. Mayer-Cesiano
Skadden, Arps, Slate, Meagher &
Flom LLP
Four Times Square
New York, NY 10036
(212) 735-3000
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,” “smaller reporting company” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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(Do not check if a smaller reporting company)
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Emerging growth company
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¨
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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
These Post-Effective Amendments (“
Post-Effective
Amendments
”), filed by DST Systems, Inc., a Delaware corporation (the “
Company
”) remove from registration
all shares of common stock of the Company, par value $0.01 per share (the “
Common Stock
”), that remain unsold
under the following registration statements (each, a “
Registration Statement
,” and collectively, the “
Registration
Statements
”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
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Registration Statement on Form S-8 (No. 333-04197), which was filed with the SEC on May 21, 1996, pertaining to the
registration of 6,000,000 shares of Common Stock, available for issuance under the DST Systems Inc. 1995 Stock Option and
Performance Award Plan.
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·
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Registration Statement on Form S-8 (No. 333-69377), which was filed with the SEC on December 21, 1998, pertaining to the
registration of 9,000,000 shares of Common Stock, available for issuance under the DST Systems Inc. 1995 Stock Option and Performance Award Plan.
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·
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Registration Statement on Form S-8 (No. 333-89703), which was filed with the SEC on October 26, 1999, pertaining to the registration
of 500,000 shares of Common Stock, available for issuance under DST Systems, Inc. 401(k) Profit Sharing Plan, as amended on October
18, 2000 to register an additional 500,000 shares of Common Stock to reflect a 2-for-1 stock split, effected in the form of a 100%
stock dividend, payable October 19, 2000 to shareholders of record October 6, 2000.
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·
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Registration Statement on Form S-8 (No. 333-89699), which was filed with the SEC on October 26, 1999, pertaining to the registration
of 1,000,000 shares of Common Stock, available for issuance under DST Systems, Inc. 2000 Employee Stock Purchase Plan, as amended
on October 18, 2000 to register an additional 1,000,000 shares of Common Stock to reflect a 2-for-1 stock split, effected in the
form of a 100% stock dividend, payable October 19, 2000 to shareholders of record October 6, 2000.
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·
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Registration Statement on Form S-8 (No. 333-36726), which was filed with the SEC on May 10, 2000, pertaining to the registration
of 3,000,000 shares of Common Stock, available for issuance under the DST Systems Inc. 1995 Stock Option and Performance Award
Plan, as amended on October 18, 2000 to register an additional 12,000,000 shares of Common Stock to reflect a 2-for-1 stock split,
effected in the form of a 100% stock dividend, payable October 19, 2000 to shareholders of record October 6, 2000.
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·
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Registration Statement on Form S-8 (No. 333-88288), which was filed with the SEC on May 15, 2002, pertaining to the registration
of 6,000,000 shares of Common Stock, available for issuance under the DST Systems Inc. 1995 Stock Option and Performance Award
Plan.
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·
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Registration Statement on Form S-8 (No. 333-111940), which was filed with the SEC on January 15, 2004, pertaining to the registration
of 500,000 shares of Common Stock, available for issuance under the DST Systems, Inc. 401(k) Profit Sharing Plan.
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·
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Registration Statement on Form S-8 (No. 333-125364), which was filed with the SEC on May 31, 2005, pertaining to the registration
of 4,000,000 shares of Common Stock, available for issuance under the DST Systems, Inc. 2005 Equity Incentive Plan.
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·
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Registration Statement on Form S-8 (No. 333-125365), which was filed with the SEC on May 31, 2005, pertaining to the registration
of 300,000 shares of Common Stock, available for issuance under the DST Systems, Inc. 2005 Non-Employee Directors’ Award
Plan.
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·
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Registration Statement on Form S-8 (No. 333-204104), which was filed with the SEC on May 12, 2015, pertaining to the registration
of 2,600,000 shares of Common Stock, available for issuance under the DST Systems, Inc. 2015 Equity and Incentive Plan.
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On January 11, 2018, the Company entered
into an Agreement and Plan of Merger (the “
Merger Agreement
”) with SS&C Technologies Holdings, Inc., a
Delaware corporation (“
SS&C
”), and Diamond Merger Sub Inc., a Delaware corporation and an indirect wholly
owned subsidiary of SS&C (“
Merger Sub
”), pursuant to which, among other things, Merger Sub will merge with
and into the Company (the “
Merger
”), with the Company surviving as an indirect wholly owned subsidiary of SS&C
(the “
Surviving Corporation
”). The Merger became effective on April 16, 2018 (the “
Effective Time
”),
pursuant to a Certificate of Merger filed with the Secretary of State of the State of Delaware.
As of the Effective Time, any issued
and outstanding shares of Common Stock (other than (i) shares to be canceled or converted into shares of the Surviving
Corporation, (ii) Company Options, shares of Company RSUs and Company Performance Stock Units, in each case, as defined in
the Merger Agreement, and (iii) any shares of Common Stock held by any holder who has not voted in favor of the Merger and
who is entitled to demand and properly demands appraisal of such Common Stock under Delaware law and has neither failed to perfect, nor effectively withdrawn or lost rights to appraisal under Delaware law) were converted into the
right to receive an amount in cash equal to $84.00 per share in cash, without interest.
As a result of the Merger, the Company has
terminated any and all offerings of its securities pursuant to its existing registration statements, including the Registration
Statements. In accordance with an undertaking in the Registration Statements to remove from registration, by means of a post-effective
amendment, any and all securities that were registered for issuance but remain unsold at the termination of the offering, the Company
hereby removes from registration any and all securities registered but unsold under the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Kansas City, State of Missouri, on April 16, 2018.
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DST SYSTEMS, INC.
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By:
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/s/ Doug Fleming
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Doug Fleming
Chief Accounting Officer
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No other person is required to sign these
Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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