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Registration No. 333-121501
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-121501
Under The Securities Act of 1933
 
VERTICALNET, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
     
Pennsylvania   23-2815834
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     
400 Chester Field Parkway
Malvern, Pennsylvania

(Address of Principal Executive Offices)
  19355
(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

 
 

 


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SIGNATURES


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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”):
    File No. 333-121501, which was filed with the SEC and became effective on January 5, 2005.
          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.

 


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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.
         
  VERTICALNET, INC.
 
 
  By:   /s/ Christopher G. Kuhn  
    Christopher G. Kuhn,   
    Vice President and General Counsel   
 
     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:
         
Signature   Title   Date
 
       
/s/ Nathanael V. Lentz
Nathanael V. Lentz
   President, Chief Executive Officer
(Principal Executive Officer)
  February 11, 2008
 
       
/s/ Jonathan T. Cohen
Jonathan T. Cohen
  Vice President and Chief Accounting Officer
(Principal Financial Officer and Principal Accounting Officer)
  February 11, 2008
 
       
/s/ Christopher G. Kuhn
Christopher G. Kuhn
   Vice President and General Counsel   February 11, 2008
 
       
/s/ Antonino Pisana
Antonino Pisana
   Director   February 11, 2008
 
       
/s/ Nader Sabbaghian
Nader Sabbaghian
   Director   February 11, 2008
 
       
/s/ Federico Vitaletti
Federico Vitaletti
   Director   February 11, 2008