Securities to be offered to employees in employee benefit plans, post-effective amendments


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As filed with the Securities and Exchange Commission on March 13, 2014

Registration File No. 333-42284

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MATTERSIGHT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 36-4304577

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

200 S. Wacker Drive

Suite 820

Chicago, Illinois

60606
(Address of Principal Executive Offices) (Zip Code)

eLoyalty Corporation 2000 Stock Incentive Plan

(As Amended and Restated as of February 28, 2001)

(Full Title of the Plan)

Kelly D. Conway

President and Chief Executive Officer

Mattersight Corporation

200 S. Wacker Drive

Suite 820

Chicago, Illinois 60606

(Name and Address of Agent for Service)

(877) 235-6925

(Telephone Number, Including Area Code, of Agent for Service)

Copies To:

Christine R. Carsen, Esq.

Vice President, General Counsel and Corporate Secretary

Mattersight Corporation

200 S. Wacker Drive

Suite 820

Chicago, Illinois 60606

(877) 235-6925

Steven J. Gavin, Esq.

Arlene K. Lim, Esq.

Winston & Strawn LLP

35 West Wacker Drive

Chicago, Illinois 60601

(312) 558-5600

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

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller Reporting Company x


DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the Registration Statement on Form S-8 (Registration No. 333-42284) filed by Mattersight Corporation (the “Registrant”) with the U.S. Securities and Exchange Commission on July 26, 2000 (the “Registration Statement”) to register 2,400,000 shares of common stock, par value $0.01 per share (the “Shares”), and the associated 2,400,000 preferred stock purchase rights (the “Rights”), to be issued pursuant to the eLoyalty Corporation 2000 Stock Incentive Plan (the “Plan”). As of the date of this Post-Effective Amendment, the Plan has terminated, no awards remain outstanding under the Plan, and no additional Shares or Rights will be issued under the Plan.

In accordance with the Registrant’s undertaking in Part II, Item 9(A)(3) of the Registration Statement, the Registrant hereby amends the Registration Statement to remove from registration all of the Shares and Rights that remain unsold or otherwise unissued, if any, and to terminate the effectiveness of the Registration Statement.

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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 S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on March 13, 2014.

MATTERSIGHT CORPORATION
By:

/s/ K ELLY D. C ONWAY

Kelly D. Conway
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated as of March 13, 2014.

Signature

Title

/s/ K ELLY D. C ONWAY

Kelly D. Conway

Director, President and Chief Executive Officer
(Principal Executive Officer)

/s/ M ARK I SERLOTH

Mark Iserloth

Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ G LENN P OLSON

Glenn Polson

Vice President of Financial Reporting

(Principal Accounting Officer)

*

Tench Coxe

Chairman of the Board and Director

*

Philip R. Dur

Director

*

Henry J. Feinberg

Director

*

John T. Kohler

Director

*

David B. Mullen

Director

*

Michael J. Murray

Director

*

John C. Staley

Director

* By Christine R. Carsen, Vice President, General Counsel, and Corporate Secretary as attorney-in-fact pursuant to Power of Attorney on file with the Form S-8 filed on the date hereof.

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The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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Other recent filings from the company include the following:

Major owner of Mattersight Corporation just picked up 21,200 shares - Nov. 26, 2014
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