As filed with the Securities and Exchange Commission on October 5, 2009
Registration No. 333-160828
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
Palm, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | | 94-3150688 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
950 W. Maude Avenue
Sunnyvale, California 94085
(Address, including zip code of Registrant’s principal executive offices)
Amended and Restated 1999 Stock Plan
Amended and Restated 1999 Employee Stock Purchase Plan
(Full title of the plan)
Mary E. Doyle, Esq.
Palm, Inc.
950 W. Maude Avenue
Sunnyvale, California 94085
(408) 617-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stephen W. Fackler, Esq.
Gibson, Dunn & Crutcher LLP
1881 Page Mill Road
Palo Alto, CA 94304
(650) 849-5300
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):
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| Large accelerated filer ¨ | | | | Accelerated filerþ |
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| Non-accelerated filer¨ | | (Do not check if a smaller reporting company) | | Smaller reporting company¨ |
DEREGISTRATION OF SHARES
On September 30, 2009, the shareholders of the registrant approved the 2009 Stock Plan and the 2009 Employee Stock Purchase Plan (the “2009 ESPP”), which will replace the Amended and Restated 1999 Stock Plan (the “1999 Stock Plan”) and the Amended and Restated 1999 Employee Stock Purchase Plan (the “1999 ESPP”). This Post-Effective Amendment No. 1 to the registrant’s Registration Statement No. 333-160828 on Form S-8 filed on July 27, 2009 (the “Registration Statement”), is filed to deregister 6,984,343 shares previously registered that remain available for future grant under the 1999 Stock Plan (the “Stock Plan Shares”), and 1,479,582 shares previously registered that remain available for future grant under the 1999 ESPP (the “ESPP Shares”). The 6,984,343 Stock Plan Shares deregistered by this Post-Effective Amendment No. 1 will be registered by a subsequently filed registration statement on Form S-8 for the 2009 Stock Plan, and the associated registration fee paid by the registrant to register the Stock Plan Shares issuable under the 1999 Stock Plan on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the registrant’s 2009 Stock Plan. The 1,479,582 ESPP Shares deregistered by this Post-Effective Amendment No. 1 will be registered by a subsequently filed registration statement on Form S-8 for the 2009 ESPP, and the associated registration fee paid by the registrant to register the ESPP Shares issuable under the 1999 ESPP on the Registration Statement will be carried forward and applied to the registration fee necessary to register shares issuable under the registrant’s 2009 ESPP.
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 Form S-8 and has duly caused this 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 this 2nd day of October, 2009.
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| PALM INC. |
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| By: | | /S/ DOUGLAS C. JEFFRIES |
| | Douglas C. Jeffries |
| | Senior Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated.
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Signature | | Title | | Date |
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* Jonathan J. Rubinstein | | Chairman, Chief Executive Officer, President and Director (Principal Executive Officer) | | October 2, 2009 |
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* Douglas C. Jeffries | | Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | | October 2, 2009 |
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* Fred D. Anderson | | Director | | October 2, 2009 |
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* Gordon A. Campbell | | Director | | October 2, 2009 |
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* Rajiv Dutta | | Director | | October 2, 2009 |
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* Robert C. Hagerty | | Director | | October 2, 2009 |
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* Roger B. McNamee | | Director | | October 2, 2009 |
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* D. Scott Mercer | | Director | | October 2, 2009 |
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| * By: | | /S/ DOUGLAS C. JEFFRIES |
| | Name: Douglas C. Jeffries |
| | As Attorney-In-Fact |
