Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)

As filed with the Securities and Exchange Commission on September 27, 2016

Registration No. 333-206560

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OUTERWALL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		94-3156448
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1800 114th Avenue S.E.

Bellevue, Washington 98004

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Galen C. Smith

Chief Financial Officer

Outerwall Inc.

1800 114th Avenue S.E.

Bellevue, Washington 98004

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Jens M. Fischer

Perkins Coie LLP

1201 Third Avenue, Suite 4900

Seattle, Washington 98101-3099

[phone]

 

 

Approximate date of commencement of proposed sale to the public: Not Applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

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.:

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨   (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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TABLE OF ADDITIONAL REGISTRANTS

 

Exact Name of Registrant as Specified in Its Charter		State or Other Jurisdiction of Incorporation or Organization		IRS Employer Identification Number (EIN)		Primary Standard Industrial Classification Code Number (SIC)				Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant’s Principal Executive Office
Clover One, LLC		DE		—			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
Coinstar International, Inc.		DE		91-1894114			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
Coinstar Procurement, LLC		DE		45-3032218			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
CUHL Foods, LLC		DE		27-5088486			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
CUHL Holdings, LLC		WA		80-0441670			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
ecoATM, LLC		DE		26-3879952			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
RAR Ventures, LLC		DE		26-4155256			7841			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
Redbox Automated Retail, LLC		DE		26-0100436			7841			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
Redbox Incentives LLC		IL		80-0771123			7841			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]
Sesame Holdings, LLC		DE		37-1460331			7200			c/o Outerwall Inc. 1800 114th Avenue S.E. Bellevue, Washington 98004 [phone]

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EXPLANATORY NOTE

Outerwall Inc. (the “Company”) and its subsidiary guarantor registrants (together with the Company, the “Registrants”) are filing this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed by the Registrants on August 25, 2015 (File No. 333-206560) (the “Registration Statement”) to deregister certain securities originally registered by the Registrants pursuant to the Registration Statement.

Effective as of September 27, 2016, as contemplated by the Agreement and Plan of Merger, by and among Aspen Parent, Inc., Aspen Merger Sub, Inc., Redwood Merger Sub, Inc., the Company and Redbox Automated Retail, LLC, dated July 24, 2016, Aspen Merger Sub, Inc. merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Aspen Parent, Inc. (such transaction, the “Merger”).

As part of the Merger, the Registrants have terminated any and all offerings of the Registrants’ securities pursuant to existing registration statements, including the Registration Statement. In accordance with the undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Registrants’ securities that remain unsold at the termination of the offering, the Registrants hereby remove from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any and all securities registered under the Registration Statement that remain unsold as of the effectiveness of the Merger.

This Post-Effective Amendment No. 1 to the Registration Statement also reflects the conversion and name change of one of the Registrants from ecoATM, Inc. to ecoATM, LLC.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

OUTERWALL INC.
By:		/s/ Donald R. Rench
Name: Donald R. Rench
Title: Chief Legal Officer, General Counsel and Corporate Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-1

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

CLOVER ONE, LLC
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Vice President and Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-2

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

COINSTAR INTERNATIONAL, INC.
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-3

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

COINSTAR PROCUREMENT, LLC
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-4

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

CUHL FOODS, LLC
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-5

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

CUHL HOLDINGS, LLC
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Vice President and Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-6

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

ECOATM, LLC
By:		/s/ David D. Maquera
Name:		David D. Maquera
Title:		President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-7

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

RAR VENTURES, LLC
By:		REDBOX AUTOMATED RETAIL, LLC, its sole member and manager
		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Vice President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-8

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

REDBOX AUTOMATED RETAIL, LLC
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Vice President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-9

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

REDBOX INCENTIVES LLC
By:		REDBOX AUTOMATED RETAIL, LLC, its sole member and manager
		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Vice President

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-10

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on the 27 ^th day of September, 2016.

 

SESAME HOLDINGS, LLC
By:		/s/ Donald R. Rench
Name:		Donald R. Rench
Title:		Vice President and Secretary

NOTE: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

S-11