posam
Registration No. 333-119103
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 to Form S-3 Registration Statement
No. 333-119103
Under The Securities Act of 1933
VERTICALNET, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Pennsylvania
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23-2815834 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
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400 Chester Field Parkway
Malvern, Pennsylvania
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19355 |
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(Zip Code) |
Christopher G. Kuhn
Vice-President & General Counsel
Verticalnet, Inc.
400 Chester Field Parkway,
Malvern, Pennsylvania 19355
(Name and Address of Agent for Service)
(610) 240-0600
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Daniel P. Raglan, Esq.
Greenberg Traurig, LLP
200 Park Avenue,
New York, New York 10166
(212) 801-9200
TABLE OF CONTENTS
TERMINATION OF REGISTRATION
This Post-Effective Amendment (the “Amendment”), filed by Verticalnet, Inc. (the “Company”),
deregisters all shares of the Company’s Common Stock, $0.01 par value per share, that had been
registered for issuance under the following Registration Statement on Form S-3 (the “Registration
Statement”):
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File No. 333-119103, which was filed with the SEC and became effective on October 1,
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On January 25, 2008, pursuant to the Agreement and Plan of Merger, dated as of October 25,
2007, by and among the Company, BravoSolution S.p.A., a corporation organized under the laws of the
Republic of Italy (“Parent”), and BravoSolution U.S.A., Inc., a Pennsylvania corporation (“Merger
Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company being the
surviving entity and becoming controlled by Parent. As a result, the Company has terminated all
offerings of its securities pursuant to the Registration Statement. In accordance with undertakings
made by the Company in the Registration Statement, the Company hereby removes from registration all
securities under the Registration Statement which remained unsold as of the effective time of the
Merger.
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 Post-Effective Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in Malvern, Pennsylvania, on
February 11, 2008.
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VERTICALNET, INC.
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By: |
/s/
Christopher G. Kuhn |
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Christopher G. Kuhn, |
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Vice President and General Counsel |
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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:
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| Signature |
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Date |
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President,
Chief Executive Officer |
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February 11, 2008 |
| /s/
Nathanael V. Lentz |
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(Principal Executive Officer)
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Vice President and Chief Accounting
Officer |
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February 11, 2008 |
| /s/ Jonathan T. Cohen |
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(Principal Financial Officer and Principal Accounting
Officer)
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Vice
President and General Counsel
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February 11, 2008 |
| /s/ Christopher G. Kuhn |
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Director
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February 11, 2008 |
| /s/ Antonino Pisana |
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Director
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February 11, 2008 |
| /s/ Nader Sabbaghian |
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Director
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February 11, 2008 |
| /s/ Federico Vitaletti |
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