Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on June 21, 2016

Registration No. 333-193938

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TEXTURA CORPORATION

(Exact name of issuer as specified in its charter)

 

 

 

Delaware		26-1212370
(State of incorporation)		(I.R.S. Employer Identification No.)
1405 Lake Cook Road, Deerfield, IL		60015
(Address of Principal Executive Offices)		(Zip Code)

Textura Corporation Employee Stock Purchase Plan

(Full title of plan)

Brian S. Higgins

Vice President and Associate General Counsel

Oracle Corporation

500 Oracle Parkway

Redwood City, California 94065

Telephone: [phone]

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

 

 

Copies to:

Keith A. Flaum

James R. Griffin

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood Shores, California 94065

Telephone: [phone]

 

 

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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DEREGISTRATION OF COMMON STOCK

On February 13, 2014, Textura Corporation (“Textura”) filed a registration statement on Form S-8 (No. 333-193938) (the “Registration Statement”) with the Securities and Exchange Commission, registering 1,000,000 shares of Textura’s common stock, current par value $0.001 (the “Common Stock”) under the Textura Corporation Employee Stock Purchase Plan.

On June 10, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 28, 2016, by and among Textura, Oracle Corporation, OC Acquisition LLC, a wholly owned subsidiary of Oracle Corporation, and Tulip Acquisition Corporation, a wholly owned subsidiary of OC Acquisition LLC, Tulip Acquisition Corporation merged with and into Textura, and Textura became an indirect wholly owned subsidiary of Oracle Corporation (the “Merger”). As a result of the Merger, the offerings pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by Textura in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the termination of the offerings, Textura hereby removes from registration the Common Stock registered but unsold under the Registration Statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act, 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. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on the 21 ^st day of June, 2016.

 

TEXTURA CORPORATION
By:		/s/ Brian S. Higgins
Name:		Brian S. Higgins
Title:		Vice President & Secretary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Dorian Daley Dorian Daley		President and Director (Principal Executive Officer)		June 21, 2016
/s/ Gregory Hilbrich Gregory Hilbrich		Treasurer (Principal Financial and Accounting Officer)		June 21, 2016