Registration No. 333-149601
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
BLUE COAT SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 91-1715963 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
420 North Mary Avenue
Sunnyvale, California 94085
(408) 220-2200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Employee Stock Purchase Plan
(Full title of plans)
Gordon C. Brooks
Blue Coat Systems, Inc.
420 North Mary Avenue
Sunnyvale, California 94085
(Name and address of agent for service)
(408) 220-2200
(Telephone number, including area code, of agent for service)
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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1, filed by Blue Coat Systems, Inc., a Delaware corporation (the “Company”), relates to the Company’s Registration Statement on Form S-8 (File No. 333-149601) (the “Registration Statement”), which was filed with the Commission on March 7, 2008, pertaining to the registration of 200,000 shares of common stock of the Company pursuant to the Blue Coat Systems, Inc. Employee Stock Purchase Plan.
On February 15, 2012, pursuant to the Agreement and Plan of Merger, dated as of December 8, 2011, among the Company, Project Barbour Holdings Corporation, a Delaware corporation (“Parent”), and Project Barbour Merger Corp., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent.
In connection with the transactions contemplated by the Merger Agreement, and in accordance with an undertaking made by the Company in the Registration Statement, the Company hereby removes and withdraws from registration all securities of the Company registered pursuant to the Registration Statement that remain unsold as of the date hereof.
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-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 Sunnyvale, State of California, on February 15, 2012.
| BLUE COAT SYSTEMS, INC. | ||
| By: | /s/ GORDON C. BROOKS | |
| Gordon C. Brooks | ||
| Senior Vice President and Chief Financial Officer | ||
| (Duly Authorized Officer) | ||
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/ GREGORY S. CLARK | President and Chief Executive Officer | February 15, 2012 | ||
| Gregory S. Clark | (Principal Executive Officer) | |||
/S/ GORDON C. BROOKS | Senior Vice President and Chief Financial Officer | February 15, 2012 | ||
| Gordon C. Brooks | (Principal Financial Officer and Principal Accounting Officer) | |||
/S/ ORLANDO BRAVO | Director | February 15, 2012 | ||
| Orlando Bravo | ||||
/S/ SETH BORO | Director | February 15, 2012 | ||
| Seth Boro | ||||
/S/ CHIP VIRNIG | Director | February 15, 2012 | ||
| Chip Virnig | ||||
/S/ JAMES LINES | Director | February 15, 2012 | ||
| James Lines | ||||
/S/ MARCEL BERNARD | Director | February 15, 2012 | ||
| Marcel Bernard | ||||
/S/ EUCLID SARJOO | Director | February 15, 2012 | ||
| Euclid Sarjoo | ||||
