Form S-8 POS TECH DATA CORP
As filed with the Securities and Exchange Commission on June 30, 2020
Registration Nos. 333-225478
333-161687
333-144298
033-62181
033-60479
033-83790
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-225478
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-161687
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 333-144298
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 033-62181
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 033-60479
Post-Effective Amendment No. 1 to Form S-8, Registration Statement No. 033-83790
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TECH DATA CORPORATION
(Exact name of registrant as specified in its charter)
Florida | No. 59-1578329 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
5350 Tech Data Drive
Clearwater, FL 33760
Telephone: (727)-539-7429
(Address, including zip code, and telephone number, including area code, of principal executive offices)
2018 Equity Incentive Plan of Tech Data Corporation
2009 Equity Incentive Plan of Tech Data Corporation
Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation
Tech Data Corporation Non-Employee Directors 1995 Non-Statutory Stock Option Plan
Tech Data Corporation 1995 Employee Stock Purchase Plan
1990 Incentive and Non-Statutory Stock Option Plan
(FULL TITLE OF THE PLAN)
Charles V. Dannewitz
Executive Vice President and Chief Financial Officer
Tech Data Corporation
5350 Tech Data Drive
Clearwater, FL 33760
(727) 539-7429
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Andrew J. Nussbaum, Esq.
DongJu Song, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were registered but not sold pursuant to this registration statement.
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 | ☐ | |||
Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments) are being filed to remove from registration all unsold securities of Tech Data Corporation, a Florida corporation (the Company or the Registrant) registered under the following Registration Statements on Form S-8 (each, a Registration Statement, and collectively, the Registration Statements) filed by the Company with the Securities and Exchange Commission (the SEC):
| Registration Statement No. 333-225478, filed on June 7, 2018, registering the offer and sale of 2,000,000 shares of Common Stock, $0.0015 par value per share, issuable under the 2018 Equity Incentive Plan of Tech Data Corporation |
| Registration Statement No. 333-161687, filed on September 2, 2009, registering the offer and sale of 4,000,000 shares of Common Stock, $0.0015 par value per share, issuable under the 2009 Equity Incentive Plan of Tech Data Corporation |
| Registration Statement No. 333-144298, filed on July 3, 2007, registering the offer and sale of 6,500,000 shares of Common Stock, $0.0015 par value per share, issuable under the Amended and Restated 2000 Equity Incentive Plan of Tech Data Corporation |
| Registration Statement No. 033-62181, filed on August 28, 1995, registering the offer and sale of 100,000 shares of Common Stock, $0.0015 par value per share, issuable under the Tech Data Corporation Non-Employee Directors 1995 Non-Statutory Stock Option Plan |
| Registration Statement No. 033-60479, filed on June 22, 1995, registering the offer and sale of 1,000,000 shares of Common Stock, $0.0015 par value per share, issuable under the Tech Data Corporation 1995 Employee Stock Purchase Plan |
| Registration Statement No. 033-83790, filed on September 8, 1994, registering the offer and sale of 4,250,000 shares of Common Stock, $0.0015 par value per share, issuable under the 1990 Incentive and Non-Statutory Stock Option Plan |
Pursuant to an Agreement and Plan of Merger dated as of November 12, 2019, as amended on November 27, 2019 by Amendment No. 1 to the Agreement and Plan of Merger (the Merger Agreement) among Tiger Midco, LLC, a Delaware limited liability company (Parent), the Company and Tiger Merger Sub Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (Merger Sub), Merger Sub merged with and into the Company (the Merger), with the Company surviving the Merger as a direct wholly owned subsidiary of Parent. The Merger became effective on June 30, 2020 (the Effective Time).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. In accordance with the Companys undertaking in each of the Registration Statements, the Company hereby removes from registration any securities registered under the Registration Statements that remained unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Clearwater, State of Florida, on June 30, 2020.
TECH DATA CORPORATION | ||
By: | /s/ Charles V. Dannewitz | |
Name: | Charles V. Dannewitz | |
Title: | Executive Vice President, Chief Financial Officer |
No other person is required to sign these Post-Effective Amendments, in reliance upon Rule 478(c) under the Securities Act of 1933, as amended.