As filed with the Securities and Exchange Commission on June 27, 2024
Registration No. 333-187388
Registration No. 333-192758
Registration No. 333-200358
Registration No. 333-208158
Registration No. 333-214705
Registration No. 333-221583
Registration No. 333-224051
Registration No. 333-228439
Registration No. 333-234740
Registration No. 333-250864
Registration No. 333-253893
Registration No. 333-270583
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-187388
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-192758
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-200358
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-208158
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-214705
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-221583
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-224051
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-228439
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-234740
Post-Effective Amendment No. 2 Form S-8 Registration Statement No. 333-250864
Post-Effective Amendment No. 1 Form S-8 Registration Statement No. 333-253893
Post-Effective Amendment No. 1 Form S-8 Registration Statement No. 333-270583
UNDER
THE SECURITIES ACT OF 1933
Model N, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0528806 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(650) 610-4600
(Address of Principal Executive Offices)
Model N, Inc. 2000 Stock Plan
Model N, Inc. 2010 Equity Incentive Plan
Model N, Inc. 2013 Equity Incentive Plan
Model N, Inc. 2013 Employee Stock Purchase Plan
Model N, Inc. Amended and Restated 2021 Equity Incentive Plan
Model N, Inc. 2021 Employee Stock Purchase Plan
(Full title of plan)
John Ederer
Chief Financial Officer
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(Name and address of agent for service)
(650) 610-4600
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
| Amanda Rose, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500 |
Errol H. Hunter, Esq., Chief Legal Officer Model N, Inc. 777 Mariners Island Boulevard, Suite 300 San Mateo, California 94404 (650) 610-4600 |
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.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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. ☐
EXPLANATORY NOTE AND DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the deregistration of all shares of Common Stock, par value $0.00015 per share (“Common Stock”), of Model N, Inc., a Delaware corporation (the “Company” or the “Registrant”), remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
On June 27, 2024, pursuant to the Agreement and Plan of Merger dated as of April 7, 2024 (the “Merger Agreement”), by and among Mountain Parent, LLC, a Delaware limited liability company (“Parent”), Mountain Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As a result of the Merger and the related transactions contemplated by the Merger Agreement, the Company has terminated any and all offerings of the Company’s securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of these Post-Effective Amendments, any securities that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Company hereby removes from registration all such securities of the Company registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.
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 the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on June 27, 2024.
| MODEL N, INC. | ||
| By: | /s/ John Ederer | |
| John Ederer | ||
| Chief Financial Officer | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.