As filed with the Securities and Exchange Commission on September
13, 2021
Registration No. 333-255612
333-233579
333-226961
333-219083
333-212466
333-197652
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
SHARPSPRING, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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(State
or other jurisdiction of
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05-0502529
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incorporation
or organization)
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(I.R.S.
Employer Identification No.)
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5001 Celebration Pointe Avenue
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Gainesville, Florida
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32608
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(Address
of Principal Executive Offices)
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(Zip
Code)
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____________________________________
2010 RESTATED EMPLOYEE STOCK PLAN
SHARPSPRING, INC. 2019 EQUITY INCENTIVE PLAN
2010 EMPLOYEE STOCK PLAN
____________________________________
Lara Mataac
General Counsel
1601 Trapelo Road
Waltham, Massachusetts 02451
(781) 852-3323
(Name,
address and 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 definitions of “large accelerated
filer,” “accelerated filer,“ smaller reporting
company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☒
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Smaller
reporting company ☒
Emerging
growth company ☐
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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. ☐
DEREGISTRATION OF SECURITIES
SharpSpring, Inc.
(the “Company”) is filing this Post-Effective Amendment
No. 1 (the “Post-Effective Amendment”) to the
following registration statements on Form S-8 (the
“Registration Statements”) registering shares of the
Company’s common stock, par value $0.001 per share (the
“Common Stock”):
●
Registration
Statement on Form S-8, File No. 333-255612, filed on April 29,
2021, registering 327,961 shares of Common Stock for issuance under
the ShaprSpring, Inc. 2019 Equity Incentive Plan (the “2019
Plan) and 1,341,361 shares of Common Stock for issuance under the
Company’s 2010 Restated Employee Stock Plan (the “2010
Restated Plan”);
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Registration
Statement on Form S-8, File No. 333-233579, filed on August 30,
2019, registering 697,039 shares of Common Stock for issuance under
the 2019 Plan;
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Registration
Statement on Form S-8, File No. 333-226961, filed on August 21,
2018, registering 650,000 shares of Common Stock for issuance under
the 2010 Restated Plan;
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Registration
Statement on Form S-8, File No. 333-219083, filed on June 30, 2017,
registering 300,000 shares of Common Stock for issuance under the
Company’s 2010 Employee Stock Plan (the “2010
Plan”);
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Registration
Statement on Form S-8, File No. 333-212466, filed on July 11, 2016,
registering 300,000 shares of Common Stock for issuance under the
2010 Plan; and
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Registration
Statement on Form S-8, File No. 333-197652, filed on July 25, 2014,
registering 1,212,396 shares of Common Stock of the Company (then
known as SMTP, Inc.) for issuance under the 2010 Plan.
On
September 1, 2021, pursuant to an Agreement and Plan of Merger
dated June 21, 2021, by and among the Company, Constant Contact,
Inc., a Delaware corporation (“Parent”), and Groove
Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned
subsidiary of Parent (“MergerSub”), MergerSub merged
with and into the Company with the Company continuing as the
surviving corporation as a direct, wholly-owned subsidiary of
Parent (the “Merger”).
In
connection with the Merger, the Company has terminated all
offerings of the Company’s securities pursuant to its
existing registration statements, including the Registration
Statements. In accordance with undertakings made by the Company 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 unsold at the
termination of the offerings, the Company hereby removes from
registration all shares of Common Stock registered under the
Registration Statements that remain unsold.
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, as amended, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing
this Post-Effective Amendment to the Registration Statements on
Form S-8 and has duly caused this Post-Effective Amendment to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Gainesville, state of Florida on this
13th
day of September,
2021.
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SharpSpring, Inc.
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By:
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/s/ Aaron Jackson
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Aaron Jackson
Chief Financial Officer
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No
other person is required to sign this Post-Effective Amendment in
reliance upon Rule 478 under the Securities Act of 1933, as
amended.