S-8 POS

As filed with the Securities and Exchange Commission on November 1, 2007

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-23937)	POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-43588)
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-56774)	POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (File No. 333-67881)

AUTHORIZE.NET HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 04-3065140
(I.R.S. Employer
Identification Number)

293 BOSTON POST ROAD WEST
MARLBOROUGH, MASSACHUSETTS 01752
(508) 229-3200
(Address, including zip code, of principal executive offices)

1996 Incentive and Non-Qualified Stock Option Plan
1998 Non-Statutory Stock Option Plan
(Full Titles of the Plans)

Mr. Robert E. Donahue
President and Chief Executive Officer
Authorize.Net Holdings, Inc.
292 Boston Post Road West
Marlborough, Massachusetts 01752
(Name and address of agent for service)

(508) 229-3200
(Telephone number, including area code, of agent for service)

WITH COPIES TO:
John D. Patterson, Jr., Esquire
Dean F. Hanley, Esquire
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
(617) 832-1000

EXPLANATORY NOTE

     Authorize.Net Holdings, Inc., a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No.2 to the following Registration Statements on Form S-8 (the “Registration Statements”): (i) the Registration Statement on Form S-8 (File No. 333-23937) filed on March 25, 1997, pertaining to the common stock of the Company, par value $0.01 per share (the “Common Stock”), to be offered under the Company’s 1996 Incentive and Non-Qualified Stock Option Plan, as amended (the “1996 Incentive Plan”); (ii) the Registration Statement on Form S-8 (File No. 333-43588) filed on August 11, 2000, pertaining to the Common Stock to be offered under the 1996 Incentive Plan; (iii) the Registration Statement on Form S-8 (File No. 333-56774) filed on March 9, 2001, pertaining to the Common Stock to be offered under the 1996 Incentive Plan, and (iv) the Registration Statement on Form S-8 (File No. 333-67881) filed on November 25, 1998, pertaining to the Common Stock to be offered under the Company’s 1998 Non-Statutory Stock Option Plan (the “1998 Option Plan”).

     On November 1, 2007, pursuant to an Agreement and Plan of Reorganization (the “Merger Agreement”), dated as of June 17, 2007, by and among the Company, CyberSource Corporation (“CyberSource”), Congress Acquisition-Sub, Inc. and Congress Acquisition Sub 1, LLC, the Company became a wholly-owned subsidiary of CyberSource. As provided in the Merger Agreement, each share of Common Stock of the Company was converted, directly or indirectly, into the right to receive (a) 1.1611 shares of CyberSource common stock and (b) a pro rata share of $125 million in the form of a cash payment. Pursuant to the Merger Agreement, the Company and CyberSource have taken such actions as are necessary such that the Company’s Common Stock is no longer issuable under the 1996 Incentive Plan and the 1998 Option Plan.

     The Company hereby removes and withdraws from registration all securities registered pursuant to the Registration Statements that remain unissued.

Item 8 EXHIBITS

Exhibit No.	Description of Exhibit
24.1	Powers of Attorney

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. 2 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, The Commonwealth of Massachusetts, on November 1, 2007.

AUTHORIZE.NET HOLDINGS, INC.
By:	/s/ Eugene J. DiDonato
	Eugene J. DiDonato
	Vice President and General Counsel

POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the indicated capacities.

Signature	Title	Date
* Robert E. Donahue	Chief Executive Officer, President and Director (Principal Executive Officer)	November 1, 2007
/s/ Timothy C. O’Brien Timothy C. O’Brien	Chief Financial Officer, Vice President, Finance and Administration (Principal Financial and Accounting Officer)	November 1, 2007
* Rachelle B. Chong	Director	November 1, 2007
* Gary Haroian	Director	November 1, 2007
* Kevin C. Melia	Director	November 1, 2007
Andew G. Mills

By:	/s/ Eugene J. DiDonato
	Eugene J. DiDonato
	Attorney-in-Fact

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Eugene J. DiDonato, his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to any and all registration statements of Authorize.Net Holdings, Inc. (f/k/a Lightbridge, Inc.), including without limitation Registration Statements No. 333-21585, 333-23937, 333-39817, 333-43586, 333-43588, 333-56772, 333-56774,333-67881, 333-71890, 333-101600, 333-119707, and 333-119708 on Form S-8 (collectively, the “Registration Statements”), and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing which he may deem necessary or advisable to be done in connection with the Registration Statements, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof.

By:	/s/ Robert E. Donahue
	Name:	Robert E. Donahue
	Date:  October 30, 2007

By:	/s/ Rachelle B. Chong
	Name:	Rachelle B. Chong
	Date:  October 30, 2007

By:	/s/ Gary Haroian
	Name:	Gary Haroian
	Date:  October 30, 2007

By:	/s/ Kevin C. Melia
	Name:	Kevin C. Melia
	Date:  October 30, 2007