EnerNOC, Inc.
ENERNOC INC (Form: S-8 POS, Received: 08/07/2017 17:09:15)
 
As filed with the Securities and Exchange Commission on August 7, 2017
Registration Nos.  333-202479 and 333-212919

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1

TO

Registration Statements Nos. 333-202479 and 333-212919

UNDER THE SECURITIES ACT OF 1933



EnerNOC, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
87-0698303
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, Massachusetts
 
02210
(Address of registrant’s principal executive offices)
 
(Zip Code)


 
World Energy Solutions, Inc. 2006 Stock Incentive Plan
EnerNOC, Inc. 2016 Employee Stock Purchase Plan
(Full title of the Plan)

Timothy G. Healy
Chief Executive Officer
EnerNOC, Inc.
One Marina Park Drive, Suite 400
Boston, Massachusetts 02210
(Name and Address of Agent for Service)

(617) 224-9900
(Telephone number, including area code, of agent for service)

Copy to:

Lance T. Brasher
Pankaj K. Sinha
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave., N.W.
Washington, DC 20005
(202) 371-7000

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 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
 
Accelerated filer
     
Non-accelerated filer
 
Smaller reporting company
     
   
Emerging growth company

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.
 

 

DEREGISTRATION OF SECURITIES

Enel Green Power North America, Inc. completed its previously announced acquisition of EnerNOC, Inc. (the “Registrant”) on August 7, 2017.  Consequently, the Registrant no longer sponsors the World Energy Solutions, Inc. 2006 Stock Incentive Plan  (the “2006 Plan”) or the EnerNOC, Inc. 2016 Employee Stock Purchase Plan (the “2016 Plan,” and together with the 2006 Plan, the “EnerNOC Plans”) and is filing this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 (this “Post-Effective Amendment”) to deregister any and all securities that were registered pursuant to Registration Statements Nos. 333-202479 and 333-212919 (collectively, the “Registration Statements”) and that remain unsold under the EnerNOC Plans.  The Registration Statements were filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2015 in order to register  172,930 shares of Common Stock, par value $0.001 per share, of the Registrant for sale under the 2006 Plan and on August 5, 2016 in order to register 3,000,000 shares of Common Stock,  par value $0.001 per share, of the Registrant for sale under the 2016 Plan.

The Registrant has terminated any offering of the Registrant’s securities pursuant to the Registration Statements.  In accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.


SIGNATURES

The Registrant.   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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts on August 7, 2017.
 
 
ENERNOC, INC.
     
 
By:
 /s/ William G. Sorenson
   
 William G. Sorenson
   
Chief Financial Officer


Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933.