- Post-Effective Amendment to Registration Statement (POS AM)

As filed with the Securities and Exchange Commission on October 10, 2012

Registration No. 333-60457

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Post-Effective Amendment No. 1

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

DELTEK, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-33772		54-125625
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)
2291 Wood Oak Drive, Herndon, VA				20171
(Address of principal executive offices)				Zip Code

[phone]

(Registrant’s telephone number, including area code)

 

 

David R. Schwiesow

Senior Vice President, General Counsel and Secretary

Deltek, Inc.

2291 Wood Oak Drive, Herndon, VA

20171

[phone]

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

 

 

Copies to:

Gerald T. Nowak, P.C.

Theodore A. Peto

Kirkland & Ellis LLP

300 North LaSalle Street

Chicago, IL 60654

 

 

Approximate date of commencement of proposed sale to the public:

This post-effective amendment deregisters all of the securities that were unsold under the registration statement as of the date hereof.

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 of 1933, 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:    ¨

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 small reporting company.

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨		Smaller Reporting Company		¨

 

 

 

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DEREGISTRATION OF SECURITIES

On August 3, 1998 Deltek, Inc. (the “Registrant”), filed with the Securities and Exchange Commission a registration statement on Form S-3, Registration No. 333-60457 and filed amendments on Form S-3/A on each of September 25, 1998 and October 28, 1998 (collectively the “Registration Statement”), for the issuance of (i) 646,751 shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”), which includes 130,000 shares of Common Stock issuable upon exercise of outstanding warrants to purchase capital stock issued in connection with the Registrant’s acquisition of SalesKit Software Corporation (the “SalesKit Warrants”) and 4,230 shares of Common Stock issuable upon exercise of outstanding options to purchase Common Stock issued in connection with the Registrant’s acquisition of Harper & Shuman, Inc.(the “Brehm Options”); and (ii) 134,230 shares of Common Stock, which were permitted to be resold by the respective holders of such shares of Common Stock, including (a) 130,000 shares issuable upon exercise of the SalesKit Warrants and (b) 4,230 shares issuable upon exercise of the Brehm Options. The Registration Statement covered any additional shares of Common Stock which may have become issuable by reason of adjustment provisions of such warrants and options.

On October 10, 2012, pursuant to an Agreement and Plan of Merger, dated as of August 26, 2012 (the “Merger Agreement”), by and among the Registrant, Project Diamond Holdings Corporation (“Parent”) and Project Diamond Merger Corp. (“Merger Sub”), Merger Sub merged with and into the Registrant with the Registrant continuing as the surviving corporation (the “Merger”). As a result of the Merger, the Registrant has terminated all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended (the “Securities Act”), including the Registration Statement. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment pursuant to Rule 478 under the Securities Act, any securities registered for issuance under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration all such securities registered but unsold under the Registration Statement as of the date of this Post-Effective Amendment No. 1 and terminates the effectiveness of the Registration Statement.

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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 this Post-Effective Amendment No. 1 to the Registration Statement and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, hereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia, on October 10, 2012.

 

DELTEK, INC.
By:		/s/ David R. Schwiesow
Name:		David R. Schwiesow
Title:		Senior Vice President, General Counsel 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.