As filed with the Securities and Exchange Commission on July 2, 2013
Registration No. 333-
33382 60354 87088 106167 118488 | 125893 136935 140952 150777 161140 | 166571 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-33382
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-60354
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-87088
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-106167
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-118488
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-125893
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-136935
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-140952
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-150777
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-161140
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S–8 REGISTRATION STATEMENT NO. 333-166571
UNDER
THE SECURITIES ACT OF 1933
Websense, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 51-0380839 | |
(State or other jurisdiction of incorporation) | (IRS Employer Identification Number) |
Websense, Inc. 2000 Stock Incentive Plan
Websense, Inc. Amended and Restated 2000 Stock Incentive Plan
Websense Inc. 2000 Employee Stock Purchase Plan
Websense, Inc. Stock Option Agreements
Websense, Inc. 2007 Stock Incentive Assumption Plan
Websense, Inc. 2009 Equity Incentive Plan
(Full title of the plans)
Christian Waage Vice President, General Counsel and Corporate Secretary Websense, Inc. 10240 Sorrento Valley Road San Diego, California 92121 | 92121 | |
| (Address of principal executive offices) | Zip Code |
(858) 320-8000
(Registrant’s telephone number, including area code)
(Name and address of agent for service and telephone number, including area code, of agent for service)
Barbara L. Borden, Esq.
Brandee Fernandez, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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 | ¨ | |||
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Websense, Inc., a Delaware corporation (the “Company”), remove from registration all shares of common stock, par value $0.01 per share, of the Company (the “Shares”) registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
Registration No. | Date Filed with the SEC | Name of Equity Plan or Agreement | Shares | |||||
| 333-33382 | March 28, 2000 | Websense Inc. 2000 Stock Incentive Plan (“2000 Stock Incentive Plan”) Websense Inc. 2000 Employee Stock Purchase Plan (“2000 Employee Stock Purchase Plan”) |
| 4,500,000
250,000 |
| |||
| 333-60354 | May 7, 2001 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan | | 788,194 197,049 | | |||
| 333-87088 | April 26, 2002 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan | | 823,841 205,960 | | |||
| 333-106167 | June 16, 2003 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan Stock Option Agreements granted outside the Company’s stock option plans | | 869,375 217,344 177,000 | | |||
| 333-118488 | August 23, 2004 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan | | 897,796 224,449 | | |||
| 333-125893 | June 17, 2005 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan | | 941,027 235,257 | | |||
| 333-136935 | August 28, 2006 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan | | 1,917,696 479,424 | | |||
| 333-140952 | February 28, 2007 | 2000 Stock Incentive Plan 2000 Employee Stock Purchase Plan Websense, Inc. 2007 Stock Incentive Assumption Plan (“2007 Stock Incentive Assumption Plan”) 2007 Stock Incentive Assumption Plan |
| 1,791,381 447,845 129,212
74,871 |
| |||
| 333-150777 | May 9, 2008 | Websense, Inc. Amended and Restated 2000 Stock Incentive Plan (“Amended and Restated 2000 Stock Incentive Plan”) 2000 Employee Stock Purchase Plan |
| 1,815,746
453,936 |
| |||
| 333-161140 | August 7, 2009 | Websense, Inc. 2009 Equity Incentive Plan 2000 Employee Stock Purchase Plan | | 7,051,935 450,484 | | |||
| 333-166571 | May 6, 2010 | Amended and Restated 2000 Stock Incentive Plan | 434,099 | |||||
On May 19, 2013, the Company entered into an Agreement and Plan of Merger with Tomahawk Acquisition, LLC, a Delaware limited liability company (“Parent”), and Tomahawk Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent. The Merger became effective at 9:33 a.m., New York City Time, on June 25, 2013, pursuant to the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its Shares pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under the Registration Statements that remain unsold as of the date of the Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
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 these Post-Effective Amendments and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of San Diego, State of California, on July 2, 2013.
| Websense, Inc. | ||
| By: | /s/ Christian Waage | |
| Name: | Christian Waage | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
Note: No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
