Post-effective Amendment to an S-8 Filing (s-8 Pos)
23 Settembre 2019 - 10:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 23, 2019
Registration No. 333-218364
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
InterXion Holding N.V.
(Exact name of registrant as specified in its charter)
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The Netherlands
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Scorpius 30
2132 LR Hoofddorp
The
Netherlands
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Not Applicable
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(Address of Principal Executive Offices)
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(Zip Code)
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InterXion Holding N.V. 2017 Executive Director Long Term Incentive Plan
InterXion Holding N.V. YourShare Plan
(Full title of the plan)
CT Corporation System
28 Liberty St., Floor 42
New York, NY 10005
United States
(Name and
address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent for service)
Copy to:
Michael
Ernemann
Latham & Watkins LLP
99 Bishopsgate
London
EC2M 3XF
United Kingdom
+44.20.7710.5810
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No.
1 relates to the Registration Statement on Form S-8 (File
No. 333-218364) (the Registration Statement) of InterXion Holding N.V. (the Registrant), which was filed with the Securities and Exchange Commission on May 31, 2017. The
Registration Statement registered 1,738,000 ordinary shares of the Registrant, 0.10 nominal value per share (the Ordinary Shares), in regards to which performance shares may be awarded pursuant to the InterXion Holding N.V. 2017
Executive Director Long Term Incentive Plan (the 2017 Plan).
The purpose of this Post-Effective Amendment No. 1 is to add an additional
plan to the Registration Statement, the InterXion Holding N.V. YourShare Plan (the 2019 Plan), pursuant to which Ordinary Shares may be awarded. No additional securities are being registered hereby. The total amount of Ordinary Shares
that may be awarded pursuant to the 2017 Plan and the 2019 Plan, jointly on a combined basis, will not exceed the 1,738,000 Ordinary Shares registered by the Registration Statement. Of the 1,738,000 Ordinary Shares registered by the Registration
Statement, 1,423,608 Ordinary Shares remain available for awards as of the date hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
The following are the exhibits
required by Item 601 of Regulation S-K:
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 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 Amsterdam, The Netherlands, on September 23, 2019.
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INTERXION HOLDING N.V.
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By
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/s/ David C. Ruberg
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Name:
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David C. Ruberg
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ David C. Ruberg
David C. Ruberg
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President, Chief Executive Officer, Vice-Chairman and Executive Director (Principal Executive Officer)
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September 23, 2019
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/s/ John Doherty
John Doherty
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Chief Financial Officer (Principal Financial and Accounting Officer)
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September 23, 2019
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/s/ Jean F.H.P. Mandeville
Jean F.H.P. Mandeville
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Chairman and Non-Executive Director
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September 23, 2019
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/s/ Frank Esser
Frank Esser
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Non-Executive Director
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September 23, 2019
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/s/ Mark Heraghty
Mark Heraghty
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Non-Executive Director
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September 23, 2019
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/s/ David Lister
David Lister
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Non-Executive Director
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September 23, 2019
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/s/ Rob Ruijter
Rob Ruijter
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Non-Executive Director
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September 23, 2019
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/s/ Donald J. Puglisi
Donald J. Puglisi
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Authorized Representative in the United States
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September 23, 2019
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