As
filed with the Securities and Exchange Commission on April 14, 2009
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zi Corporation
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
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Alberta, Canada
(State or other jurisdiction of
incorporation or organization)
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Not Applicable
(I.R.S. Employer
Identification Number) |
c/o Nuance Communications, Inc.
1 Wayside Road
Burlington, Massachusetts 01803
(781) 565-5000
(Address and telephone number of
Registrant’s principal executive offices)
Thomas Beaudoin
Chief Financial Officer
Nuance Communications, Inc.
1 Wayside Road
Burlington, Massachusetts 01803
(781) 565-5000
(Name, address and telephone
number of agent for service)
Copies to:
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Jo-Anne Sinclair, Esq.
General Counsel
Nuance Communications, Inc.
1 Wayside Road
Burlington, Massachusetts 01803
(781) 565-5000
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Robert Sanchez, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1700 K Street, NW, Fifth Floor
Washington, DC 20006
(202) 973-8800 |
Approximate date of commencement of proposed sale to the public: Not applicable.
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, check
the following box. o
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.C. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form F-3
(Registration No.
333-142684) (the
“Registration Statement”) of Zi Corporation (the
“Company”).
On
April 9, 2009, pursuant to the terms of an Arrangement Agreement, dated as of
February 26,
2009, by and among
the Company, Nuance Communications, Inc. (
“Nuance”), and Nuance Acquisition ULC,
an unlimited liability corporation existing under the laws of the Province of Alberta and an
indirect wholly owned subsidiary of Nuance (
“Sub”),
the Company became a wholly owned subsidiary of
Sub by way of a statutory
plan of arrangement (the
“Acquisition”).
Pursuant to the Arrangement Agreement, each Zi common share
outstanding prior to the Acquisition has been converted into the
right to receive $0.34 in cash and approximately 0.037 shares of
Nuance common stock.
In connection with the Acquisition,
the Company hereby removes from registration all of its
securities registered pursuant to the Registration Statement that remain unissued.
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 F-3 and has duly caused this amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, Commonwealth
of Massachusetts, on
April 14, 2009.
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ZI CORPORATION
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By: |
/s/
Thomas Beaudoin |
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Thomas Beaudoin |
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Chairman of the Board of Directors |
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Pursuant to the requirements of the Securities Act of 1933, this 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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Title |
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Date |
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/s/
Thomas Beaudoin
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Chairman of the Board, Director and
Treasurer (Principal Financial and
Accounting Officer)
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April 14, 2009 |
Thomas Beaudoin |
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/s/
Richard Martel
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Director, President and Secretary (Principal
Executive Officer)
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April 14, 2009 |
Richard Martel |
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