- Post-Effective Amendment to an S-8 filing (S-8 POS)

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As filed with the Securities and Exchange Commission on December 24, 2009

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-8 (NO. 333-54688)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

INVITEL HOLDINGS A/S

(Exact name of registrant as specified in its charter)

 

 

 

Denmark		[not applicable]
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
Puskas Tivadar, u. 8-10, H Budaörs H , Hungary		H-2040
(Address of Principal Executive Offices)		(Zip Code)

 

 

HUNGARIAN TELEPHONE AND CABLE CORP. 2002 INCENTIVE STOCK

OPTION PLAN (ADDITIONAL 250,000 SHARES)

(Full title of the plan)

 

 

RL&F Service Corp.

One Rodney Square

Tenth and King Streets

Wilmington, Delaware 19801

Attn: Sharon Alexandridis

Telephone No. [phone]

(Name and address, including zip code, and telephone number 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 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		x
Non-accelerated filer		¨   Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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EXPLANATORY NOTE

Invitel Holdings A/S (the “Registrant”), a Danish limited liability company, is filing this Post-Effective Amendment to this Registration Statement on Form S-8 as the successor registrant to Hungarian Telephone and Cable Corp. (“HTCC”), a former Delaware corporation.

In accordance with the undertakings made by the Registrant to remove from registration by means of a post-effective amendment any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration the securities that were registered but unsold under this Registration Statement (deregistration of approximately 74,531 shares of the originally registered 250,000 shares). The Registrant has assumed all of HTCC’s obligations under HTCC’s compensatory plans through the Registrant’s own plan. In addition, the Registrant intends to file a Form 15 to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

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TABLE OF CONTENTS

PART II

Item 8. Exhibits

SIGNATURES

EXHIBIT INDEX

EX-24.1

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 8.

EXHIBITS.

 

24.1	Power of Attorney executed by directors and officers of the Registrant.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Invitel Holdings A/S certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 4 to this registration statement on Form S-8 (No. 333-54688) and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on December 24, 2009.

 

INVITEL HOLDINGS A/S
By:		/s/    P ETER T. N OONE
		Peter T. Noone
		General Counsel

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to this registration statement on Form S-8 (No. 333-54688) has been signed by the following persons in the capacities and on the dates indicated.

 

		Title		Date
/s/    M ARTIN L EA         Martin Lea		President and Chief Executive Officer (Principal Executive Officer)		December 24, 2009
/s/    R OBERT B OWKER         Robert Bowker		Chief Financial Officer (Principal Financial and Accounting Officer)		December 24, 2009
/s/    O LE S TEEN A NDERSEN *         Ole Steen Anderson		Director		December 24, 2009
/s/    T HIERRY B AUDON *         Thierry Baudon		Director		December 24, 2009
/s/    N IKOLAUS B ETHLEN *         Nikolaus Bethlen		Director		December 24, 2009
/s/    C RAIG B UTCHER *         Craig Butcher		Director		December 24, 2009
/s/    P ETER F EINER *         Peter Feiner		Director		December 24, 2009
/s/    M ICHAEL K RAMMER *         Michael Krammer		Director		December 24, 2009
/s/    J ENS D UE O LSEN *         Jens Due Olsen		Director		December 24, 2009
/s/    P ETER T. N OONE         Peter T. Noone		Authorized Representative in the United States		December 24, 2009

 

*By:		/s/    P ETER T. N OONE
		Peter T. Noone
		Attorney-in-Fact

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INDEX TO EXHIBITS

 

Exhibit No.		Description
24.1		Power of Attorney executed by directors and officers of the Registrant