As filed with the Securities and Exchange Commission on May 15, 2020
Registration Statement No. 333-186884
Registration Statement No. 333-211821
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-186884
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8 REGISTRATION STATEMENT NO. 333-211821
Under
the Securities Act of 1933
Juniper Networks, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 770-422528 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
1133 Innovation Way
Sunnyvale, California 94089
(408) 745-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Contrail Systems Inc. 2012 Stock Plan
BTI Systems Inc. Amended and Restated 2012 Stock Option Plan and Long-Term Incentive Plan
(Full titles of the plan)
Brian M. Martin, Esq.
Senior Vice President and General Counsel
Juniper Networks, Inc.
1133 Innovation Way
Sunnyvale, California 94089
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 745-2000
Copies to:
Robert Mobassaly, Esq.
Vice President and Deputy General Counsel
Dena Acevedo, Esq.Assistant General Counsel
Juniper Networks, Inc.
1133 Innovation Way
Sunnyvale, California 94089
Telephone: (408) 745-2000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| | | | | | | |
| Large Accelerated Filer | | x | | Accelerated Filer | | ¨ |
| | | | |
| Non-Accelerated Filer | | ¨ | | Smaller reporting company | | ¨ |
Emerging growth company¨
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
DEREGISTRATION OF SECURITIES
Juniper Networks, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) to each of the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) to deregister any and all securities that remain under such Registration Statements as described below:
| | • | | Registration Statement on Form S-8 (No. 333-186884), pertaining to the registration of 958,268 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), underlying options and restricted stock units granted under the Contrail Systems Inc. 2012 Stock Plan, which was filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 27, 2013. |
| | • | | Registration Statement on Form S-8 (No. 333-211821), pertaining to the registration of 347,738 shares of the Common Stock underlying restricted stock units granted under the BTI Systems Inc. Amended and Restated 2012 Stock Option Plan and Long-Term Incentive Plan, which was filed with the Commission on June 3, 2016. |
The Registrant has terminated any offering of the Registrant’s securities pursuant to the Registration Statements as described above. In accordance with the undertaking made by the Registrant in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that had been registered for issuance at the termination of the offering, the Registrant hereby removes from registration all such securities of the Registrant registered under the Registration Statements as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on May 15, 2020.
| | | | | |
| | Juniper Networks, Inc. | |
| | | | |
| | By | | /s/ Brian M. Martin | |
| | | | Brian M. Martin Senior Vice President and General Counsel | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statements has been signed below by the following persons in the capacities and on the dates indicated.
| | | | | |
| Signature | | Title | | Date |
| | | |
| /s/ Rami Rahim | | Chief Executive Officer and Director (Principal Executive Officer) | | May 15, 2020 |
| Rami Rahim | | |
| | | |
| /s/ Kenneth Miller | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | May 15, 2020 |
| Kenneth Miller | | |
| | | |
| /s/ Thomas A. Austin | | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) | | May 15, 2020 |
| Thomas A. Austin | | |
| | | |
| /s/ Scott Kriens | | Chairman of the Board | | May 15, 2020 |
| Scott Kriens | | |
| | | |
| /s/ Gary Daichendt | | Director | | May 15, 2020 |
| Gary Daichendt | | |
| | | |
| /s/ Anne DelSanto | | Director | | May 15, 2020 |
| Anne DelSanto | | |
| | | |
| /s/ Kevin DeNuccio | | Director | | May 15, 2020 |
| Kevin DeNuccio | | |
| | | |
| /s/ James Dolce | | Director | | May 15, 2020 |
| James Dolce | | |
| | | |
| /s/ Christine Gorjanc | | Director | | May 15, 2020 |
| Christine Gorjanc | | |
| | | |
| /s/ Christine Gorjanc | | Director | | May 15, 2020 |
| Janet Haugen | | |
| | | |
| /s/ Rahul Merchant | | Director | | May 15, 2020 |
| Rahul Merchant | | |
| | | |
| /s/ William R. Stensrud | | Director | | May 15, 2020 |
| William R. Stensrud | | |
