Registration Number 333-167313          

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

 

SPS COMMERCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		41-2015127
(State of incorporation)		(IRS Employer Identification No.)

333 South Seventh Street, Suite 1000
Minneapolis, MN 55402
(Address of Principal Executive Offices) (Zip Code)

ST. PAUL SOFTWARE, INC. 1999 EQUITY INCENTIVE PLAN
(Full title of the plan)

		Copy to:
Archie C. Black		Jonathan R. Zimmerman
President and Chief Executive Officer		Faegre & Benson LLP
SPS Commerce, Inc.		2200 Wells Fargo Center
333 South Seventh Street, Suite 1000		90 South Seventh Street
Minneapolis, MN 55402		Minneapolis, MN 55402-3901
(612) 435-9400		(612) 766-7000
(Name, address and telephone number, including area code, of agent for service)

     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. (Check one):

 

 

DEREGISTRATION OF SECURITIES

     This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (the “Registration Statement”), File No. 333-167313, which originally registered 837 shares of common stock of SPS Commerce, Inc. for issuance pursuant to the St. Paul Software, Inc. 1999 Equity Incentive Plan (the “Plan”). The Plan has terminated and this Post-Effective Amendment is filed to deregister the 837 remaining shares registered, but not issued, under the Registration Statement following termination of the Plan.

Item 8. Exhibits

     See the Exhibit Index following the signature page.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company 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 Minneapolis, State of Minnesota, on February 4, 2011.

     Pursuant to the requirements of the Securities Act of 1933, 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.

Signature		Title		Date
/s/ Archie C. Black   Archie C. Black		President, Chief Executive Officer and Director (principal executive officer)		February 4, 2011
/s/ Kimberly K. Nelson   Kimberly K. Nelson		Executive Vice President and Chief Financial Officer (principal financial and accounting officer)		February 4, 2011
*   Steve A. Cobb		Director		February 4, 2011
*   Michael B. Gorman		Director		February 4, 2011
*   Martin J. Leestma		Director		February 4, 2011
Philip E. Soran		Director
*   George H. Spencer, III		Director		February 4, 2011
*   Sven A. Wehrwein		Director		February 4, 2011
*/s/ Kimberly K. Nelson   By: Kimberly K. Nelson       Agent and attorney-in-fact

EXHIBIT INDEX

Exhibit		Description		Manner of Filing
24		Powers of Attorney		Incorporated by reference to Exhibit 24 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 4, 2010.