As filed with the Securities and Exchange Commission on September 14, 2007.

Registration No. 333-21795

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

CHECKFREE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		58-2360335
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

4411 East Jones Bridge Road
Norcross, Georgia 30092
(Address of Principal Executive Offices) (Zip Code)

CHECKFREE HOLDINGS CORPORATION
AMENDED AND RESTATED
ASSOCIATE STOCK PURCHASE PLAN
(Full Title of the Plan)

David E. Mangum
Executive Vice President and Chief Financial Officer
CheckFree Corporation
4411 East Jones Bridge Road
Norcross, Georgia 30092
(678) 375-3000
(Name and address of agent for service)
(Telephone number, including area code, of agent for service)

Copies of Correspondence to:
Robert J. Tannous, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street
Columbus, Ohio 43215
(614) 227-1953

 

 

EXPLANATORY STATEMENT

Deregistration of Securities

     CheckFree Corporation, a Delaware corporation formerly known as CheckFree Holdings Corporation (the “Company”), is filing this Post-Effective Amendment No. 2 to Form S-8 Registration Statement (the “Post-Effective Amendment No. 2”) to withdraw and remove from registration the unissued and unsold securities previously registered by the Company pursuant to its Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 14, 1997 (Registration No. 333-21795), as amended by Post-Effective Amendment No. 1 to Form S-8 Registration Statement filed with the SEC on January 14, 1998 (collectively, the “Registration Statement”). The Registration Statement registered 1,000,000 shares of the Company’s common stock, par value $.01 (the “Common Stock”), to be issued, offered and sold pursuant to the CheckFree Holdings Corporation Amended and Restated Associate Stock Purchase Plan (the “Plan”).

     The Registration Statement is hereby amended to deregister all of the unissued and unsold shares of Common Stock registered under the Registration Statement. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit Number		Description
24		Power of Attorney (incorporated by reference to Exhibit 24 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-21795) filed with the Securities and Exchange Commission on January 14, 1998).

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. 2 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norcross, State of Georgia, on September 14, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to Form S-8 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature		Title		Date
/s/ Peter J. Kight*   Peter J. Kight		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		September 14, 2007
/s/ David E. Mangum   David E. Mangum		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		September 14, 2007
/s/ Samuel R. Schwartz   Samuel R. Schwartz		Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		September 14, 2007
/s/ William P. Boardman*   William P. Boardman		Director		September 14, 2007
		Director
C. Beth Cotner
		Director
James D. Dixon
/s/ Mark A. Johnson*   Mark A. Johnson		Director		September 14, 2007
/s/ Eugene F. Quinn*   Eugene F. Quinn		Director		September 14, 2007
/s/ Jeffrey M. Wilkins*   Jeffrey M. Wilkins		Director		September 14, 2007

*By:		/s/ Curtis A. Loveland   Curtis A. Loveland, Attorney-in fact

EXHIBIT INDEX

Exhibit
Number		Exhibit Description
24		Power of Attorney (incorporated by reference to Exhibit 24 to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (Registration No. 333-21795) filed with the Securities and Exchange Commission on January 14, 1998).