As filed with the Securities and Exchange Commission on June 2, 2021
Registration No. 333-223606
Registration No. 333-216649
Registration No. 333-210108
Registration No. 333-203474
Registration No. 333-195248
Registration No. 333-187471
Registration No. 333-181180
Registration No. 333-174157
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223606
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-216649
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-210108
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-203474
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-195248
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-187471
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-181180
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174157
UNDER
THE SECURITIES ACT OF 1933
Boingo Wireless, Inc.
(Exact name of registrant as specified in its charter)
Delaware | | 95-4856877 |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer
Identification No.) |
10960 Wilshire Blvd., 23rd Floor
Los Angeles, California 90024
(310) 586-5180
(Address of Principal Executive Offices)(Zip Code)
Boingo Wireless, Inc. 2011 Equity Incentive Plan
Boingo Wireless, Inc. Amended and Restated 2001 Stock Incentive Plan
(Full titles of the plan(s))
Peter Hovenier
Chief Financial Officer
10960 Wilshire Blvd.
23rd Floor
Los Angeles, CA 90024
(310) 586-5180
(Name, address, and telephone number, including area code, of agent for service)
Ilan Lovinsky, Esq.
Ryan J. Gunderson, Esq.
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
3570 Carmel Mountain Road, Suite 200
San Diego, CA 92130
Telephone: (858) 436-8000
Telecopy: (877) 881-9192
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,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | | | Accelerated filer | o |
| | | | | |
Non-accelerated filer | o | | | Smaller reporting company | o |
| | | | | |
| | | | Emerging growth company | o |
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. o
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments relate to the following registration statements of Boingo Wireless, 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 | |
333-223606 | | March 12, 2018 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,844,781 | |
333-216649 | | March 13, 2017 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,735,286 | |
333-210108 | | March 11, 2016 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,679,635 | |
333-203474 | | April 17, 2015 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,631,737 | |
333-195248 | | April 14, 2014 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,585,149 | |
333-187471 | | March 22, 2013 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,596,725 | |
333-181180 | | May 4, 2012 | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 1,511,288 | |
333-174157 | | May 12, 2011 | | Boingo Wireless, Inc. Amended and Restated 2001 Stock Incentive Plan | | | |
| | | | Boingo Wireless, Inc. 2011 Equity Incentive Plan | | 8,816,401 | |
On February 26, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with White Sands Parent, Inc., a Delaware corporation (“Parent”) and White Sands Bidco, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on June 2, 2021, Merger Sub 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 these Post-Effective Amendments 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 these Post-Effective Amendments, 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Los Angeles, state of California, on June 2, 2021.
| BOINGO WIRELESS, INC. |
| |
| By: | /s/ Peter Hovenier |
| Name: | Peter Hovenier |
| Title: | Chief Financial Officer and Secretary |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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