As filed with the Securities and Exchange Commission on December 17, 2014
Registration No. 333-195134
333-187891
333-182663
333-168035
333-158520
333-156983
333-153333
333-152245
333-142229
333-124354
333-111548
333-102082
333-88770
333-88730
333-75736
333-52644
333-48260
333-30088
333-88811
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
TIBCO SOFTWARE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 77-0449727 | |
(State or other jurisdiction of incorporation or organization) | I.R.S. Employer Identification No.) |
3303 Hillview Avenue
Palo Alto, CA 94304
(650) 846-1000
(Address of Principal Executive Offices)(Zip Code)
2008 Equity Incentive Plan
Inducement Award Plan
TIBCO Software Inc. 2009 Deferred Compensation Plan
Insightful Corporation Amended and Restated 2001 Stock Option and Incentive Plan
2008 Employee Stock Purchase Plan
1996 Stock Option Plan
1998 Director Option Plan
Talarian Corporation 2000 Equity Incentive Plan
Talarian Corporation 1998 Equity Incentive Plan
Talarian Corporation 1991 Stock Option Plan
White Barn, Inc. Stock Option Plan
White Barn, Inc. 2000 Equity Incentive Plan
Stock Option Agreement with Rodney S. Arbaugh
Stock Option Agreement with Steven M. Gimnicher
Stock Option Agreement with Steven M. Gimnicher
Stock Option Agreement with Thomas J. Laffey
Stock Option Agreement with Paul A. Larson
Stock Option Agreement with Mark G. Mahowald
Stock Option Agreement with Michael Morgan
Stock Option Agreement with Carl Schulenburg
Extensibility, Inc. 2000 Stock Plan
(Full titles of the plans)
William R. Hughes
Executive Vice President, Chief Administrative Officer and General Counsel
TIBCO Software Inc.
3303 Hillview Avenue
Palo Alto, CA 94304
(650) 846-1000
(Name, address, and telephone number of agent for service)
Selim Day, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
1301 Avenue of the Americas, 40th Floor
New York, NY 10019
(212) 999-5800
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following registration statements of TIBCO Software Inc. (the “Company”), each pertaining to the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 and as amended from time-to-time (collectively, the “Registration Statements”):
File No. | Date Originally Filed with the SEC | Name of Equity Plan or Agreement | Shares of Common Stock | |||||
| 333-195134 | April 8, 2014 | 2008 Equity Incentive Plan | 14,000,000 | |||||
| 333-187891 | April 12, 2013 | Inducement Award Plan | 1,000,000 | |||||
| 333-182663 | July 13, 2012 | 2008 Equity Incentive Plan | 4,000,000 | |||||
| 333-168035 | July 8, 2010 | 2008 Equity Incentive Plan | 7,500,000 | |||||
| 333-158520 | April 9, 2009 | TIBCO Software Inc. 2009 Deferred Compensation Plan | 1,000,000 | |||||
| 333-156983 | January 27, 2009 | Insightful Corporation Amended and Restated 2001 Stock Option and Incentive Plan | 230,178 | |||||
| 333-153333 | September 5, 2008 | Insightful Corporation Amended and Restated 2001 Stock Option and Incentive Plan | 1,007,852 | |||||
| 333-152245 | July 10, 2008 | 2008 Equity Incentive Plan 2008 Employee Stock Purchase Plan | 26,500,000 | |||||
| 333-142229 | April 19, 2007 | 1996 Stock Option Plan | 5,279,883 | |||||
| 333-124354 | April 27, 2005 | 1996 Stock Option Plan | 10,691,808 | |||||
| 333-111548 | December 24, 2003 | 1996 Stock Option Plan | 10,668,311 | |||||
| 333-102082 | December 20, 2002 | 1996 Stock Option Plan | 10,508,615 | |||||
| 333-88770 | May 21, 2002 | 1996 Stock Option Plan 1998 Director Option Plan | 6,500,000 | |||||
| 333-88730 | May 21, 2002 | Talarian Corporation 2000 Equity Incentive Plan Talarian Corporation 1998 Equity Incentive Plan Talarian Corporation 1991 Stock Option Plan White Barn, Inc. Stock Option Plan White Barn, Inc. 2000 Equity Incentive Plan Stock Option Agreement with Rodney S. Arbaugh Stock Option Agreement with Steven M. Gimnicher Stock Option Agreement with Steven M. Gimnicher Stock Option Agreement with Thomas J. Laffey Stock Option Agreement with Paul A. Larson Stock Option Agreement with Mark G. Mahowald Stock Option Agreement with Michael Morgan Stock Option Agreement with Carl Schulenburg | 487,390 | |||||
| 333-75736 | December 21, 2001 | 1996 Stock Option Plan | 10,090,856 | |||||
| 333-52644 | December 22, 2000 | 1996 Stock Option Plan | 9,744,123 | |||||
| 333-48260 | October 19, 2000 | Extensibility, Inc. 2000 Stock Plan | 106,877 | |||||
| 333-30088 | February 10, 2000 | 1996 Stock Option Plan | 5,936,688 | |||||
| 333-88811 | October 12, 1999 | 1996 Stock Option Plan 1998 Director Option Plan | 11,083,603 | |||||
On September 27, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Balboa Intermediate Holdings LLC (together with its successors and assigns, “Parent”) and Balboa Merger Sub Inc. (together with its successors and assigns, “Merger Sub”), a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, on December 5, 2014, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, in the State of California, on this 17th day of December 2014.
| TIBCO SOFTWARE INC. | ||
| By: | /s/ William R. Hughes | |
| Name: | William R. Hughes | |
| Title: | Executive Vice President, Chief Administrative Officer and General Counsel | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.