Registration Nos. 333-190329, 333-175285, 333-160632, 333-157781, 333-149533, 333-141115,

333-132398, 333-123299, 333-113662, 333-89172, 333-89170, 333-72192, 333-58510,

333-55828, 333-54886, 333-48582, 333-46252, and 333-84545

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-190329

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-175285

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-160632

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-157781

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-149533

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-141115

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-132398

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-123299

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-113662

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-89172

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-89170

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-72192

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-58510

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-55828

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-54886

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-48582

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-46252

Post-Effective Amendment No. 1 to Form S–8 Registration Statement No. 333-84545

UNDER

THE SECURITIES ACT OF 1933

 

 

MOVE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		95-4438337
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

10 Almaden Boulevard, Suite 800

San Jose, California 95113

(Address of principal executive offices, including zip code)

 

 

homestore.com 1999 Employee Stock Purchase Plan

homestore.com 1999 Equity Incentive Plan

NetSelect 1999 Stock Incentive Plan

SpringStreet 1997 Stock Incentive Plan

NetSelect 1996 Stock Incentive Plan

homestore.com, Inc. 1999 Employee Stock Purchase Plan

homestore.com, Inc. 1999 Equity Incentive Plan

The Hessel Group, Inc. 2000 Stock Option Plan

Options Granted Under the Hessel Group, Inc. 2000 Stock Option Plan and Assumed by Homestore.com, Inc.

Move.com, Inc. 2000 Stock Incentive Plan

Assumed options under the Cendant Corporation Move.com Group 1999 Stock Option Plan as assumed by Cendant Corporation from Move.com, Inc. and amended and restated effective as of March 21, 2000

1997 Stock Incentive Plan of Cendant Corporation as amended and restated through October 14, 1998

HomeWrite Incorporated 2000 Equity Incentive Plan

iPlace, Inc. 2001 Equity Incentive Plan

iPlace 2000 Stock Option Plan

ConsumerInfo.com, Inc. 1999 Stock Option Plan

eNeighborhoods, Inc. 1998 Stock Option Plan

Qspace, Inc. 1999 Stock Option Plan

Homestore.com, Inc. 2002 Stock Incentive Plan

1999 Employee Stock Purchase Plan

1999 Stock Incentive Plan

Stock Options, Restricted Stock and Restricted Stock Units Granted as Employment Inducement Awards Outside of a Plan

Move, Inc. 2011 Incentive Plan

(Full titles of the plans)

 

 

Michael L. Bunder, Esq.

Senior Vice President, Assistant Secretary

Move, Inc.

c/o News Corporation

1211 Avenue of the Americas

New York, NY 10036

United States

212-416-3400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with copies to:

Howard L. Ellin, Esq.

Brandon Van Dyke, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

4 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

 

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EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

These post-effective amendments (the “Post-Effective Amendments”), filed by Move, Inc., a Delaware corporation (the “Company”), remove from registration all shares of common stock, par value $0.001 per share, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.

 

Registration No.		Date Filed with the SEC		Name of Equity Plan(s) or Agreement(s)		Shares
333-84545		August 5, 1999		homestore.com 1999 Employee Stock Purchase Plan, homestore.com 1999 Equity Incentive Plan, NetSelect 1999 Stock Incentive Plan, SpringStreet 1997 Stock Incentive Plan, and NetSelect 1996 Stock Incentive Plan			13,655,265
333-46252		September 20, 2000		Homestore.com, Inc. 1999 Employee Stock Purchase Plan and Homestore.com, Inc. 1999 Stock Incentive Plan			3,509,458
333-48582		October 25, 2000		The Hessel Group, Inc. 2000 Stock Option Plan and Options Granted Under the Hessel Group, Inc. 2000 Stock Option Plan and Assumed by Homestore.com, Inc.			400,000
333-54886		February 2, 2001		Homestore.com, Inc. 1999 Employee Stock Purchase Plan and Homestore.com, Inc. 1999 Stock Incentive Plan			4,138,058
333-55828		February 16, 2001		Move.com, Inc. 2000 Stock Incentive Plan, Assumed options under the Cendant Corporation Move.com Group 1999 Stock Option Plan as assumed by Cendant Corporation from Move.com, Inc. and amended and restated effective as of March 21, 2000, and the 1997 Stock Incentive Plan of Cendant Corporation as amended and restated through October 14, 1998			4,913,997
333-58510		April 6, 2001		HomeWrite Incorporated 2000 Equity Incentive Plan			500,000
333-72192		October 25, 2001		iPlace, Inc. 2001 Equity Incentive Plan, iPlace 2000 Stock Option Plan, ConsumerInfo.com, Inc. 1999 Stock Option Plan, eNeighborhoods, Inc. 1998 Stock Option Plan, and Qspace, Inc. 1999 Stock Option Plan			1,472,175
333-89172		May 24, 2002		Homestore.com, Inc. 1999 Employee Stock Purchase Plan and Homestore.com, Inc. 1999 Stock Incentive Plan			5,875,341
333-89170		May 24, 2002		Homestore.com, Inc. 2002 Stock Incentive Plan			15,000,000
333-113662		March 16, 2004		1999 Employee Stock Purchase Plan and 1999 Stock Incentive Plan			11,965,938
333-123299		March 14, 2005		1999 Stock Incentive Plan			6,608,957
333-132398		March 14, 2006		1999 Stock Incentive Plan			6,713,966
333-141115		March 7, 2007		1999 Stock Incentive Plan			6,937,250
333-149533		March 4, 2008		1999 Stock Incentive Plan			6,813,010
333-157781		March 9, 2009		1999 Stock Incentive Plan			6,888,682
333-160632		July 17, 2009		Stock Options, Restricted Stock and Restricted Stock Units Granted as Employment Inducement Awards Outside of a Plan			2,625,000
333-175285		July 1, 2011		Move, Inc. 2011 Incentive Plan			29,579,090
333-190329		August 2, 2013		Move, Inc. 2011 Incentive Plan			2,100,000

On September 30, 2014, the Company entered into an Agreement and Plan of Merger with News Corporation, a Delaware corporation (“Parent”), and Magpie Merger Sub, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”), providing for, among other things, the merger of Purchaser with and into the Company with the Company becoming an indirect wholly owned subsidiary of Parent (the “Merger”) pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. The Merger became effective on November 14, 2014, pursuant to the Certificate of Merger that was filed with the Secretary of State of the State of Delaware.

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In connection with the Merger, the Company is terminating all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statements that remain unsold as of the date hereof.

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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 Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on November 20, 2014.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Steven H. Berkowitz		Chief Executive Officer		November 20, 2014
Steven H. Berkowitz
/s/ Rachel Glaser		Chief Financial Officer		November 20, 2014
Rachel Glaser
/s/ Patricia Wehr		Senior Vice President & Chief Accounting Officer		November 20, 2014
Patricia Wehr
/s/ Robert J. Thomson		Director		November 20, 2014
Robert J. Thomson
/s/ Bedi A. Singh		Director and Executive Vice President, Finance		November 20, 2014
Bedi A. Singh