As filed with the Securities and Exchange Commission on July 27, 2007
Registration No. 333-118356
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
Moscow CableCom Corp.
(Exact name of registrant as specified in its charter)
Delaware | 06-0659863 | |
(State or other jurisdiction of incorporation or organization | (I.R.S. Employer Identification No.) |
153 East 53rd Street
New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Moscow Cablecom Corp. 2003 Stock Option Plan
(Full title of the plan)
Andrew M. OShea
Secretary
Moscow CableCom Corp.
5 Waterside Crossing
Windsor, Connecticut 06095
(Name and address of agent for service)
(860) 298-0444
(Telephone number, including area code, of agent for service)
Copy to:
Henry Lesser, Esq
DLA Piper US LLP
2000 University Avenue
East Palo Alto, California 94303
(650) 833-2000
DE-REGISTRATION OF UNSOLD SHARES AND WITHDRAWAL OF REGISTRATION STATEMENT
This Post-Effective Amendment No. 1 (this Amendment) is being filed to withdraw from registration all shares of the Common Stock of Moscow CableCom Corp. (the Registrant) covered by the Registration Statement identified on the cover page of this Amendment (the Registration Statement) to terminate the registration thereof. On July 19, 2007, the entire equity interest of the Registrant was acquired by Renova Media Enterprises Ltd (RME) through the merger of a wholly-owned subsidiary of RME with and into the Registrant (the Merger). As a result of the Merger all outstanding shares of the Registrants Common Stock not directly owned by RME and all outstanding shares of the Registrants Series A Convertible Preferred Stock were converted into the right to receive the amount per cash specified by the terms of the Merger (or to exercise statutory appraisal rights in lieu of receiving such payment), all outstanding stock options of the Registrant ceased to be outstanding and entitled the holders to receive solely a cash payment equal to the excess of $12.90 over the per share exercise price of such options, all outstanding warrants to acquire shares of the Registrants Common Stock became exercisable solely for a cash payment equal to the excess of $12.90 over the per share exercise price of such options, and all outstanding convertible debentures of the Registrant became convertible at their specified conversion price solely into a cash payment equal to the Merger consideration of $12.90 per share. Accordingly, there are no longer any outstanding equity securities of the Registrant other than those owned by RME including any unsold shares covered by the Registration Statement.
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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Windsor, Connecticut, on July 27, 2007.
Moscow CableCom Corp. | ||
[REGISTRANT] | ||
By: | /s/ Andrew M. OShea | |
Andrew M. OShea | ||
Secretary |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the dates indicated .
Signature |
Title |
Date | ||
/s/ Mikhail A. Smirnov |
Chief Executive Officer | July 27, 2007 | ||
Mikhail A. Smirnov | ||||
/s/ Tate Fite |
Chief Financial Officer (Principal Financial and Accounting Officer) |
July 27, 2007 | ||
Tate Fite | ||||
/s/ Andrey Osipov |
Director | July 27, 2007 | ||
Andrey Osipov | ||||
/s/ Evgeny Villevald |
Director | July 27, 2007 | ||
Evgeny Villevald | ||||
/s/ Evgenia Loewe |
Director | July 27, 2007 | ||
Evgenia Loewe |