As filed with the Securities and Exchange Commission on February 2, 2018
RegistrationNo. 333-215965
RegistrationNo. 333-209547
RegistrationNo. 333-202056
RegistrationNo. 333-193702
RegistrationNo. 333-186365
RegistrationNo. 333-179969
RegistrationNo. 333-172189
RegistrationNo. 333-167835
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8 REGISTRATION STATEMENT NO.333-215965
FORMS-8 REGISTRATION STATEMENT NO.333-209547
FORMS-8 REGISTRATION STATEMENT NO.333-202056
FORMS-8 REGISTRATION STATEMENT NO.333-193702
FORMS-8 REGISTRATION STATEMENT NO.333-186365
FORMS-8 REGISTRATION STATEMENT NO.333-179969
FORMS-8 REGISTRATION STATEMENT NO.333-172189
FORMS-8 REGISTRATION STATEMENT NO.333-167835
UNDER
THE SECURITIES ACT OF 1933
BROADSOFT, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 52-2130962 | |
(State or other Jurisdiction of Incorporation) | (IRS Employer Identification No.) |
9737 Washingtonian Boulevard, Suite 350
Gaithersburg, Maryland 20878
(301)977-9440
(Address, including ZIP Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
Amended and Restated 2009 Equity Incentive Plan
1999 Stock Incentive Plan, as amended
(Full Title of Plans)
Robert Salvagno
President and Chief Executive Officer
BroadSoft, Inc.
9737 Washingtonian Boulevard, Suite 350
Gaithersburg, Maryland 20878
(301)977-9440
(Name, Address, including ZIP Code, and Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statements filed by BroadSoft, Inc., a Delaware corporation (the “Company”), on FormS-8 (collectively, the “Registration Statements”):
| • | Registration StatementNo. 333-215965, originally filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2017, which registered the offer and sale of 1,250,000 shares of the Company’s common stock, $0.01 par value per share (“Shares”) pursuant to the Company’s Amended and Restated 2009 Equity Incentive Plan (the “2009 Plan”); |
| • | Registration StatementNo. 333-209547, originally filed with the SEC on February 16, 2016, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009 Plan; |
| • | Registration StatementNo. 333-202056, originally filed with the SEC on February 12, 2015, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009 Plan; |
| • | Registration StatementNo. 333-193702, originally filed with the SEC on January 31, 2014, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009 Plan; |
| • | Registration StatementNo. 333-186365, originally filed with the SEC on January 31, 2013, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009 Plan; |
| • | Registration StatementNo. 333-179969, originally filed with the SEC on March 7, 2012, which registered the offer and sale of 1,219,787 Shares pursuant to the 2009 Plan; |
| • | Registration StatementNo. 333-172189, originally filed with the SEC on February 11, 2011, which registered the offer and sale of 1,145,860 Shares pursuant to the 2009 Plan; and |
| • | Registration StatementNo. 333-167835, originally filed with the SEC on June 28, 2010, which registered the offer and sale of 2,932,699 Shares issuable upon the exercise of outstanding options granted under the 2009 Plan and the Company’s 1999 Stock Incentive Plan, 283,099 Shares issuable upon vesting of restricted stock units granted under the 2009 Plan, and 278,997 Shares reserved for future grant under the 2009 Plan. |
The Company is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove any unissued and unsold securities issuable by the Company pursuant to the above-referenced Registration Statements.
On February 1, 2018, pursuant to the Agreement and Plan of Merger, dated as of October 20, 2017 (the “Agreement”), by and among the Company, Cisco Systems, Inc., a California corporation (“Cisco”), and Brooklyn Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Cisco (“Sub”), Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Cisco.
As a result of the consummation of the transactions contemplated by the Agreement, the Company has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by the Company in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all such securities of the Company registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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 FormS-8 and 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 in the City of San Jose, State of California, on this 2nd day of February 2018. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
| BROADSOFT, INC. | ||
| By: | /s/ Robert Salvagno | |
| Name: | Robert Salvagno | |
| Title: | President and Chief Executive Officer | |
