SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-23937)		POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-43588)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-56774)		POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-67881)

AUTHORIZE.NET HOLDINGS, INC.

Delaware (State or other jurisdiction of incorporation or organization)		04-3065140 (I.R.S. Employer Identification Number)

WITH COPIES TO:
John D. Patterson, Jr., Esquire
Dean F. Hanley, Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
(617) 832-1000

 

 

EXPLANATORY NOTE

     Authorize.Net Holdings, Inc., a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No.2 to the following Registration Statements on Form S-8 (the “Registration Statements”): (i) the Registration Statement on Form S-8 (File No. 333-23937) filed on March 25, 1997, pertaining to the common stock of the Company, par value $0.01 per share (the “Common Stock”), to be offered under the Company’s 1996 Incentive and Non-Qualified Stock Option Plan, as amended (the “1996 Incentive Plan”); (ii) the Registration Statement on Form S-8 (File No. 333-43588) filed on August 11, 2000, pertaining to the Common Stock to be offered under the 1996 Incentive Plan; (iii) the Registration Statement on Form S-8 (File No. 333-56774) filed on March 9, 2001, pertaining to the Common Stock to be offered under the 1996 Incentive Plan, and (iv) the Registration Statement on Form S-8 (File No. 333-67881) filed on November 25, 1998, pertaining to the Common Stock to be offered under the Company’s 1998 Non-Statutory Stock Option Plan (the “1998 Option Plan”).

     On November 1, 2007, pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of June 17, 2007, by and among the Company, CyberSource Corporation (“CyberSource”), Congress Acquisition-Sub, Inc. and Congress Acquisition Sub 1, LLC, the Company became a wholly-owned subsidiary of CyberSource. As provided in the Merger Agreement, each share of Common Stock of the Company was converted, directly or indirectly, into the right to receive (a) 1.1611 shares of CyberSource common stock and (b) a pro rata share of $125 million in the form of a cash payment. Pursuant to the Merger Agreement, the Company and CyberSource have taken such actions as are necessary such that the Company’s Common Stock is no longer issuable under the 1996 Incentive Plan and the 1998 Option Plan.

     The Company hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unissued.

Item 8 EXHIBITS

Exhibit No.		Description of Exhibit
24.1		Powers of Attorney

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 Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, The Commonwealth of Massachusetts, on November 1, 2007.

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities.

Signature		Title		Date
*   Robert E. Donahue		Chief Executive Officer, President and Director (Principal Executive Officer)		November 1, 2007
/s/ Timothy C. O’Brien   Timothy C. O’Brien		Chief Financial Officer, Vice President, Finance and Administration (Principal Financial and Accounting Officer)		November 1, 2007
*   Rachelle B. Chong		Director		November 1, 2007
*   Gary Haroian		Director		November 1, 2007
*   Kevin C. Melia		Director		November 1, 2007
Andew G. Mills