Blackbaud, Inc.
As filed with the Securities and Exchange Commission on November 6, 2006
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Registration Statement No. 333-122122 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-1
ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLACKBAUD, 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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11-2617163
(I.R.S. Employer
Identification No.) |
2000 Daniel Island Drive
Charleston, South Carolina 29492
Telephone: (843) 216-6200
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
MARC E. CHARDON
President and Chief Executive Officer
Blackbaud, Inc.
2000 Daniel Island Drive
Charleston, South Carolina 29492
Telephone: (843) 216-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
DONALD R. REYNOLDS
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
Fax (919) 781-4865
If the only securities being registered on this Form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following
box. þ
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(c) under the Securities Act, check the following box. o
If this Form is a post-effective amendment filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box. o
EXPLANATORY NOTE
Blackbaud, Inc. (the Registrant) filed a Registration Statement on Form S-1 (Registration
No. 333-122122), as amended on Form S-3 (the Registration Statement), which registered 10,000,000
shares of common stock of the Registrant for sale by the selling stockholders named therein. The
offering contemplated by the Registration Statement has terminated. Pursuant to the undertaking
contained in the Registration Statement, the Registrant is filing this post-effective amendment to
deregister the shares registered by the Registration Statement that remained unsold as of the
termination of the offering.
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-3 and
has duly caused this amendment to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Charleston, State of South Carolina, on this
6th day of November 2006.
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BLACKBAUD, INC. |
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By:
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/s/ Marc E. Chardon
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Marc E. Chardon, Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this amendment to 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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Capacity |
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Date |
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/s/ Marc E. Chardon
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President, Chief Executive Officer |
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and Director
(Principal
Executive Officer)
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November 6,
2006 |
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/s/ Timothy V. Williams
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Vice President and Chief Financial |
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Officer
(Principal Financial and
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November 6,
2006 |
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Accounting Officer) |
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/s/ George H. Ellis |
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Director
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November 6,
2006 |
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/s/ Marco W. Hellman |
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Director
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November 6,
2006 |
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/s/ Andrew M. Leitch |
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Director
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November 6,
2006 |
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/s/ John P. McConnell |
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Director
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November 6,
2006 |