As filed with the Securities and Exchange Commission on March 28, 2013
Registration No. 333-179684
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
Acme Packet, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 100 Crosby Drive Bedford, MA 01730 (781) 328-4400 | 04-3526641 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Address of Principal Executive Offices) | (I.R.S. Employer Identification Number) |
Acme Packet, Inc.
2006 Equity Incentive Plan
2006 Director Option Plan
(Full Title of the Plan)
Dorian Daley
President
Acme Packet, Inc.
100 Crosby Drive
Bedford, MA 01730
(781) 328-4400
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy To:
Keith Flaum
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood City, CA 94065
(650) 802-3000
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.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF COMMON STOCK
On February 24, 2012, Acme Packet, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-179684 (the “Registration Statement”), for the sale of 3,075,000 shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Registrant under the Registrant’s 2006 Equity Incentive Plan and 2006 Director Option Plan.
On March 28, 2013, pursuant to the terms of the Agreement and Plan of Merger, dated as of February 4, 2013, by and among the Registrant, Oracle Corporation, OC Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation, and Andes Acquisition Corporation, a wholly-owned subsidiary of OC Acquisition LLC, Andes 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 offerings pursuant to the Registration Statement have 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 offerings, 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 28th day of March, 2013.
| ACME PACKET, INC. | ||
| By: | /s/ Dorian Daley | |
| Name: | Dorian Daley | |
| Title: | President | |
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 Dorian Daley | President (Principal Executive Officer) | March 28, 2013 | ||
/s/ Eric Ball | Treasurer (Principal Financial and Accounting Officer) | March 28, 2013 | ||
| Eric Ball | ||||
/s/ Brian Higgins | Director | March 28, 2013 | ||
| Brian Higgins | ||||
