As filed with the Securities and Exchange Commission on February 15, 2012

Registration No. 333-145268

 

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

 

 

DEMANDTEC, INC.

(Exact name of registrant as specified in its charter)

 

 

One Franklin Parkway, Building 910
San Mateo, California 94403

 (Address of Principal Executive Offices) (Zip Code)

 

 

DemandTec, Inc. 2007 Equity Incentive Plan

DemandTec, Inc. 2007 Employee Stock Purchase Plan

DemandTec, Inc. 1999 Equity Incentive Plan
(Full title of the Plans)

 

 

Daniel R. Fishback

President and Chief Executive Officer

DemandTec, Inc.

One Franklin Parkway, Building 910
San Mateo, California 94403

(650) 645-7100

(Name, Address and Telephone Number of Agent for Service)

 

Copies to:

Andrew Bonzani, Esq.

Vice President, Assistant General Counsel and

Secretary

International Business Machines Corporation

New Orchard Road

Armonk, New York 10504

(914) 499-1900

(Telephone number, including area code, of agent for service)

 

 

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.

 

 

 

 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (Registration No. 333-145268) of DemandTec, Inc., a Delaware corporation (“DemandTec”), pertaining to the registration of 10,619,139 shares of DemandTec common stock, par value $0.001 per share for issuance under the DemandTec, Inc. 2007 Equity Incentive Plan, DemandTec, Inc. 2007 Employee Stock Purchase Plan and DemandTec, Inc. 1999 Equity Incentive Plan (the “Registration Statement”), that was filed with the Securities and Exchange Commission on August 9, 2007.

 

On February 14, 2012, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 7, 2011, by and among International Business Machines Corporation (“IBM”), Cudgee Acquisition Sub, Inc., a wholly-owned subsidiary of IBM (“Merger Sub”), and DemandTec, DemandTec merged with and into Merger Sub, with DemandTec surviving as a wholly-owned subsidiary of IBM (the “Merger”).

 

As a result of the Merger, DemandTec has terminated any offering of DemandTec’s securities pursuant to any registration statement. By filing this Post-Effective Amendment No. 1 to the Registration Statement, DemandTec deregisters all securities that were previously registered and have not been sold or otherwise issued as of the date of the filing of this Post-Effective Amendment No. 1, in accordance with DemandTec’s undertaking in the Registration Statement.

 

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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 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 Mateo, State of California on this 14th day of February, 2012.

 

 

	DEMANDTEC, INC.
	By:	/s/ Daniel R. Fishback
		Daniel R. Fishback
		President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
		President, Chief Executive Officer, and Director
/s/ Daniel R. Fishback		(Principal Executive Officer)		February 14, 2012
Daniel R. Fishback
/s/ Mark A. Culhane		Executive Vice President and Chief Financial Officer
Mark A. Culhane		(Principal Financial and Accounting Officer)		February 14, 2012

 

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