As filed with the Securities and Exchange Commission on March 15, 2007

Registration No. 333-68163

 

 

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

Clark, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		52-2103926 (I.R.S. Employer Identification Number)

333 West Wacker Drive, Suite 810
Chicago, IL 60606
(312) 697-3450
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

CLARK/BARDES HOLDINGS, INC.
1998 STOCK OPTION PLAN
1998 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)

Kurt Laning
Vice President, Clark, Inc.
333 West Wacker Drive, Suite 810
Chicago, IL 60606
(312) 697-3450
(Name, Address Including Zip Code, and Telephone Number Including Area Code, of Agent for Service)

Copies to:

Craig Vermie, Esq.
AUSA Holding Company
4333 Edgewood Road, NE
Cedar Rapids, IA 52499
(319) 355-8511

William J. Kelty, Esq.
Janet O. Love, Esq.
Lord Bissell & Brook LLP
111 South Wacker Drive
Chicago, IL 60606
312-443-0700

 

 

EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES

     Clark, Inc. (f/k/a Clark/Bardes Holdings, Inc.), a Delaware corporation (“Clark”), is filing this post-effective amendment No. 1 to the registration statement on Form S-8 (Registration No. 333-68163) (the “Registration Statement”) to deregister certain shares of stock that were registered pursuant to the Clark/Bardes Holdings, Inc. 1998 Stock Option Plan, 1998 Non-Employee Director Stock Option Plan and Employee Stock Purchase Plan (the “Plans”). On December 1, 1998 Clark filed the Registration Statement with the U.S. Securities and Exchange Commission, which registered 2,300,000 shares of common stock, par value $0.01 per share (“Common Stock”), to be offered or sold under the Plans. The Registration Statement also covered 2,300,000 shares of Series A Junior Participating Preferred Stock Purchase Rights that attached to and traded with the Common Stock, and an indeterminate number of additional shares of Common Stock that may become issuable pursuant to the Plans.

     On March 12, 2006 (the “Merger Date”), pursuant to an Agreement and Plan of Merger, dated as of November 1, 2006, by and among AUSA Merger Sub, Inc., a Delaware corporation (“Purchaser”), AUSA Holding Company, a Maryland corporation (“Parent”), and Clark, Clark became a wholly-owned subsidiary of Parent (the “Merger”). Clark has filed a certification and notice of termination on Form 15 with respect to its Common Stock.

     As a result of the Merger, Clark has terminated all offerings of Clark securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement 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, Clark is filing this post-effective amendment No. 1 to the Registration Statement to deregister all shares of Clark’s Common Stock covered by the Registration Statement which remained unissued on the Merger Date.

SIGNATURES

     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 this post-effective amendment no. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, on March 15, 2007.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this post-effective amendment no. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Peter Gilman		President and Director		March 15, 2007
/s/ James A. Beardsworth		Director		March 15, 2007
/s/ Craig D. Vermie		Director		March 15, 2007