SEC Form S-8 POS filed by Performant Healthcare Inc.

As filed with the Securities and Exchange Commission on October 21, 2025

Registration No. 333-184657

Registration No. 333-206295

Registration No. 333-220426

Registration No. 333-281533

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-8 Registration No. 333-184657

Form S-8 Registration No. 333-206295

Form S-8 Registration No. 333-220426

Form S-8 Registration No. 333-281533

Under

The Securities Act of 1933

 

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

Copies to:

DAVID E. LILLEVAND, ESQ.

Pillsbury Winthrop Shaw Pittman LLP

Four Embarcadero Center, 22nd Floor

San Francisco, California 94111

(415) 983-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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DEREGISTRATION OF SECURITIES

 

These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (each, a “Registration Statement,” and collectively, the “Registration Statements”), filed with the Securities and Exchange Commission (the “SEC”) by Performant Healthcare, Inc., a Delaware corporation (the “Registrant”):

 

 

 

 

 

On October 21, 2025, pursuant to the terms of the Agreement and Plan of Merger, dated as of July 31, 2025, by and among the Registrant, Continental Buyer, Inc., a Delaware corporation (“Parent”) and Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Continental (“Merger Sub”), Merger Sub will be merged with and into the Registrant (the “Merger”), with the Registrant surviving the Merger as a wholly-owned subsidiary of Parent.

 

As a result of the Merger, the Registrant has terminated, as of the date hereof, any and 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 Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unissued at the termination of the offerings, by filing these Post-Effective Amendments, the Registrant hereby removes from registration all securities registered but unsold under such Registration Statements, if any, as of the date hereof, and the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.

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 be signed on its behalf by the undersigned, thereunto duly authorized in the City of Plantation, State of Florida, on October 21, 2025.

No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended.