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As filed with the Securities and Exchange Commission on December 23, 2009
Registration No. 333-55378
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
BEARINGPOINT, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or other jurisdiction of
incorporation or organization) |
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22-3680505
(I.R.S. Employer
Identification No.) |
100 Crescent Court, Suite 700
Dallas, TX 75201
(214) 459-2770
(Address, including Zip Code, Telephone Number, including Area Code, of Registrants Principal Executive Offices)
BEARINGPOINT, INC. (FORMERLY KPMG CONSULTING, INC.)
2000 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
John DeGroote
President, Chief Legal Officer and Secretary
BearingPoint, Inc.
100 Crescent Court, Suite 700
Dallas, TX 75201
(214) 459-2770
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy to:
John Martin
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201-2980
(214) 953-6500
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.
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Large accelerated filer o |
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Accelerated filer þ |
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Non-accelerated filer o |
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 (this Post-Effective Amendment) is filed by
BearingPoint, Inc., a Delaware corporation (BearingPoint), to amend the Registration Statement on
Form S-8 (File No. 333-55378) filed with the Securities and Exchange Commission by BearingPoint
(formerly KPMG Consulting, Inc.) on February 9, 2001 (the Registration Statement), pertaining to
the registration of 80,000,000 shares (adjusted to 1,600,000 shares pursuant to a one-for fifty
reverse stock split effected on December 10, 2008) of BearingPoints Common Stock, par value $0.01
per share (the Common Stock), issuable under BearingPoints 2000 Long-Term Incentive Plan.
On February 18, 2009, BearingPoint and certain of its domestic U.S. subsidiaries filed
voluntary petitions for relief under chapter 11 of title 11 of the United States Code in the United
States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court) (Case No.
09-10691). As previously disclosed, on December 22, 2009, the Bankruptcy Court entered an order
confirming BearingPoints Modified Second Amended Joint Plan Under Chapter 11 of the Bankruptcy
Code, dated December 17, 2009 (the Plan). The Company anticipates that the effective date of the
Plan (the Effective Date) will be on or about December 29, 2009.
Pursuant to the Plan, all equity interests of BearingPoint, including all outstanding shares
of Common Stock, options, warrants or contractual or other rights (including any grants or awards
issued under BearingPoints 2000 Long-Term Incentive Plan) to acquire any equity interests, will be
cancelled and extinguished on the Effective Date, and the holders of such equity interests shall
not receive or retain any property or interest in property on account of such equity interests.
Consequently, BearingPoint is filing this Post-Effective Amendment in anticipation of the Effective
Date.
Effective upon filing of this Post-Effective Amendment, BearingPoint hereby removes
from registration all shares of Common Stock registered under the Registration Statement that
remain unsold as of the date of this Post-Effective Amendment.
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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on December 23,
2009.
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BEARINGPOINT, INC. |
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By:
Name:
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/s/ John DeGroote
John DeGroote
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Title:
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President |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities and on the dates
indicated below.
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Signature |
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Date |
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/s/ John DeGroote
John DeGroote
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President, Chief Legal Officer and Secretary
(principal executive officer)
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December 23, 2009 |
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/s/ David Johnston
David Johnston
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Chief Financial Officer
(principal financial and accounting officer)
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December 23, 2009 |
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/s/ Roderick C. McGeary
Roderick C. McGeary
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Chairman of the Board of Directors
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December 23, 2009 |
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/s/ Frederic F. Brace
Frederic F. Brace
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Director
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December 23, 2009 |
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/s/ F. Edwin Harbach
F. Edwin Harbach
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Director
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December 23, 2009 |
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/s/ Eddie R. Munson
Eddie R. Munson
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Director
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December 23, 2009 |