0001330421-18-000023.txt : 20180201 0001330421-18-000023.hdr.sgml : 20180201 20180201114915 ACCESSION NUMBER: 0001330421-18-000023 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180201 DATE AS OF CHANGE: 20180201 EFFECTIVENESS DATE: 20180201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Bazaarvoice Inc CENTRAL INDEX KEY: 0001330421 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 202908277 STATE OF INCORPORATION: TX FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-183923 FILM NUMBER: 18565731 BUSINESS ADDRESS: STREET 1: 10901 STONELAKE BLVD. CITY: AUSTIN STATE: TX ZIP: 78759 BUSINESS PHONE: 512-551-6000 MAIL ADDRESS: STREET 1: 10901 STONELAKE BLVD. CITY: AUSTIN STATE: TX ZIP: 78759 S-8 POS 1 bazaarvoicebobcatforms-8pos.htm S-8 POS 333-183923 Document

As filed with the Securities and Exchange Commission on February 1, 2018
Registration No. 333-218834
333-212401
333-205227
333-197439
333-189793
333-183923
333-182362
333-179811


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

POST-EFFECTIVE AMENDMENTS TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
 

Bazaarvoice, Inc.
(Exact name of Registrant as specified in its charter)
 

 
 
 
 
Delaware
 
20-2908277
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
 
 
10901 Stonelake Blvd.
Austin, Texas 78759
 
78746-3211

(Address of principal executive offices)
 
(Zip Code)


Bazaarvoice, Inc. 2005 Stock Plan
PowerReviews, Inc. 2005 Equity Incentive Plan, as amended
Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
(Full title of the plan)





Gene Austin
Chief Executive Officer
Bazaarvoice, Inc.
10901 Stonelake Blvd.
Austin, Texas 78759
(Name and address of agent for service)

(512) 551-6000
(Telephone number, including area code, of agent for service)
 

Copies to:
 
Kin Gill
Chief Legal Officer, General Counsel and Secretary
Bazaarvoice, Inc.
10901 Stonelake Blvd.
Austin, Texas 78759
(512) 551-6000
 

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” or an "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one)
 
 
 
 
 
 
 
Large accelerated filer
¨
 
 
Accelerated filer
ý
 
 
 
 
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

This Post-Effective Amendment relates to the following registration statements of Bazaarvoice, Inc. (the “Company”), each pertaining to the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 and as amended from time-to-time (collectively, the “Registration Statements”):
File No.
Date Originally Filed
with the SEC
Name of Equity Plan or Agreement
Shares of
Common Stock
333-218834
June 19, 2017

Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
4,214,392
842,878
333-212401
July 5, 2016

Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
4,103,487
820,697
333-205227
June 25, 2015

Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
4,007,324
801,464
333-197439
July 15, 2014

Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
3,881,883
776,376
333-189793
July 3, 2013

Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
3,682,913
736,582
333-183923
September 14, 2012
Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
2,926,496
585,299
333-182362
June 27, 2012
PowerReviews, Inc. 2005 Equity Incentive Plan, as amended
1,656,751
333-179811
March 1, 2012
Bazaarvoice, Inc. 2012 Equity Incentive Plan
Bazaarvoice, Inc. 2012 Employee Stock Purchase Plan
Bazaarvoice, Inc. 2005 Stock Plan
4,313,274
1,137,123
11,578,079

On November 26, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BV Parent, LLC (“Parent”) and BV Merger Sub, Inc., a wholly owned subsidiary of Parent (“Merger Subsidiary”). Pursuant to the Merger Agreement, on February 1, 2018, Merger Subsidiary merged with and into the Company, and the Company continued as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”).

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. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.









SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, in the State of Texas, on this 1st day of February 2018.
 
 
 
 
BAZAARVOICE, INC.
 
 
By:
 
/s/ Gene Austin
 
 
Gene Austin
 
 
Chief Executive Officer

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.