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Securities to be offered to employees in employee benefit plans

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Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Vantiv, Inc.

(Exact Name of Registrant as Specified in its Charter)

Vantiv, Inc.

8500 Governors Hill Drive

Symmes Township, Ohio 45249

(Address of Principal Executive Offices, Including Zip Code)

Vantiv, Inc. Employee Stock Purchase Plan

(Full Title of Plan)

Nelson F. Greene, Esq.

Chief Legal Officer and Secretary

8500 Governors Hill Drive

Symmes Township, Ohio 45249

(513) 900-5250

(Name and Address, Including Zip Code,

and Telephone Number, Including Area Code, of Agent For Service)

With copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (check one):

CALCULATION OF REGISTRATION FEE

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also be deemed to cover any additional securities to be offered or issued pursuant to the provisions of the above-referenced plan that provide for adjustments in the amount of securities to be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2) Calculated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee.

EXPLANATORY NOTE

This purpose of this Form S-8 registration statement (the Registration Statement) is to register 2,500,000 shares of Class A common stock, par value $0.00001 per share (Class A Common Stock), of Vantiv, Inc. (the Company) that may be issued and sold under the Vantiv, Inc. Employee Stock Purchase Plan (the Plan).

PART I

SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of this Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan covered by this Registration Statement as required by Rule 428(b)(1).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the U.S. Securities and Exchange Commission by the Company are incorporated in this Registration Statement by reference:

1. the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission (the Commission) on February 12, 2015;

2. the Companys Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2015, June 30, 2015 and September 30, 2015, filed with the Commission on April 30, 2015, July 29, 2015 and October 28, 2015, respectively;

3. the Companys other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), since the end of the fiscal year covered by the document first listed above; and

4. the description of the Common Stock contained in the Companys Registration Statement on Form S-1 (Reg. No. 333-177875), as amended, which description is incorporated by reference into the Form 8-A filed with the Securities and Exchange Commission on March 19, 2012, pursuant to the Exchange Act, and any amendment or report filed for the purpose of further updating such description.

To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. ...


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