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
RightNow Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 136 Enterprise Boulevard Bozeman, Montana 59718-9300 (406) 522-4200 | 81-0503640 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Address of Principal Executive Offices) | (I.R.S. Employer Identification Number) |
Tarantella, Inc. 2002 Incentive Stock Option Plan
Tarantella, Inc. 2003 Stock Option Plan
(Full Title of the Plan)
Dorian Daley
RightNow Technologies, Inc.
136 Enterprise Boulevard
Bozeman, Montana 59718-9300
(406) 522-4200
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy To:
John M. Newell, Esq.
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, California 94111
(415) 391-0060
DEREGISTRATION OF COMMON STOCK
On March 9, 2011, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-172696 (the “Registration Statement”), for the sale of 1,000,100 shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Registrant under the Registrant’s 2004 Equity Incentive Plan and 2004 Employee Stock Purchase Plan.
On January 25, 2012, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 23, 2011, by and among the Registrant, OC Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation (“Parent”), and Rhea Acquisition Corporation, a wholly-owned subsidiary of Parent, Rhea Acquisition Corporation merged with and into the Registrant, and the Registrant became an indirect wholly-owned subsidiary of Oracle Corporation (the “Merger”). As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.
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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on the 25th day of January, 2012.
| RIGHTNOW TECHNOLOGIES, INC. | ||
| By: | /s/ Dorian Daley | |
| Name: Dorian Daley | ||
| Title: President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURE | TITLE | DATE | ||
| /s/ Dorian Daley | President and Chief Executive Officer | January 25, 2012 | ||
| Dorian Daley | (Principal Executive Officer) | |||
| /s/ Eric Ball | Chief Financial Officer and Treasurer | January 25, 2012 | ||
| Eric Ball | (Principal Financial and Accounting Officer) | |||
| /s/ Brian Higgins | Director | January 25, 2012 | ||
| Brian Higgins | ||||
