As filed with the Securities and Exchange Commission on February 10, 2006
Post-Effective Amendment No. 1 to Registration No. 333-129926
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
INTELLISYNC CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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77-0349154 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. employer identification no.) |
2550 North First Street, Suite 500
San Jose, California 95131
Telephone: (408) 321-7650
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
1998 EMPLOYEE STOCK PURCHASE PLAN
EICHLER RETENTION STOCK OPTION AGREEMENT
HANKINS RETENTION STOCK OPTION AGREEMENT
(Full title of the plans)
President
and Chief Executive Officer
Intellisync Corporation
2550 North First Street, Suite 500
San Jose, California 95131
(Name and address of agent for service)
(408) 321-7650
(Telephone number, including area code, of agent for service)
Copies to:
Kenton J. King, Esq.
Celeste E. Greene, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Palo Alto, California 94301
Telephone: (650) 470-4500
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
On November 23, 2005, Intellisync Corporation, a Delaware corporation (the “Company”), filed a registration statement on Form S-8 (No. 333-129926) (the “Registration Statement”), which registered 1,200,000 shares of common stock (as such amounts may have increased for any stock splits, stock dividends, or similar transactions occurring subsequent to the original filing date), of the Company, par value $0.001 per share (the “Common Stock”), of which 500,000 shares of Common Stock were to be offered or sold under the 1998 Employee Stock Purchase Plan (the “Plan”), 500,000 shares of Common Stock were to be issued pursuant to the options granted under the Eichler Retention Stock Option Agreement and 200,000 shares of Common Stock were to be issued pursuant to the options granted under the Hankins Retention Stock Option Agreement (together with the Eichler Retention Stock Option Agreement, the “Agreements”).
On February 10, 2006 (the “Merger Date”), pursuant to an Agreement and Plan of Merger, dated as of November 15, 2005, among the Company, Nokia Inc., a Delaware corporation (“Nokia”), and Jupiter Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Nokia (“Merger Sub”), Merger Sub merged with and into the Company, and the Company became a wholly-owned subsidiary of Nokia (the “Merger”). On February 10, 2006, the Company filed a certification and notice of termination of registration on Form 15 with respect to the Common Stock.
As a result of the Merger, the Company has terminated all offerings of the Company’s 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, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all the shares of the Company’s Common Stock reserved for issuance under the Plan and the Agreements which remain unissued or unvested, as applicable, on the Merger Date.
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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, in the city of San Jose, State of California, on February 10, 2006.
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INTELLISYNC CORPORATION |
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By: |
/s/ Adele Louise Pentland |
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Adele Louise Pentland |
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Vice President and Secretary |
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 on February 10, 2006 by the following persons in the capacities and on the dates indicated.
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Title |
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/s/ Tore Teir |
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Vice President, Treasurer and Director |
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Tore Teir |
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/s/ Adele Louise Pentland |
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Vice President, Secretary and Director |
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Adele Louise Pentland |
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