As filed with the Securities and Exchange Commission on September 5, 2012
Registration No. 333-178978
333-175055
333-171397
333-171033
333-146033
333-140787
333-139703
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-178978
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-175055
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-171397
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-171033
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-146033
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-140787
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT FILE NO. 333-139703
UNDER
THE SECURITIES ACT OF 1933
______________________
EDGEWAVE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 20-0996152 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| Incorporation or organization) | Identification No.) |
15333 Avenue of Science
San Diego, California 92128
(858) 676-2277
(Address of principal executive offices)
______________________
St. Bernard Software, Inc. 2010 Employee, Director and Consultant Equity Incentive Plan
St. Bernard Software, Inc. 2006 Employee Stock Purchase Plan
St. Bernard Software, Inc. 2006 Recruitment Equity Incentive Plan
St. Bernard Software, Inc. 2005 Stock Option Plan, as amended
St. Bernard Software, Inc. 2000 Stock Option Plan
St. Bernard Software, Inc. 1992 Stock Option Plan
AgaveOne, Inc. (dba Singlefin) 2005 Stock Incentive Plan
(Full title of the Plan(s))
______________________
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Louis Ryan
15333 Avenue of Science
San Diego, California 92128
(Name and address of agent for service)
(858) 676-2277
(Telephone number, including area code, of agent for service)
______________________
Copy to:
Allen Z. Sussman, Esq. Loeb & Loeb LLP 10100 Santa Monica Blvd. Suite 2200 Los Angeles, CA 90067 (310) 282-2000 |
_______________________________
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 o | Accelerated Filer o |
Non-Accelerated Filer o (Do not check if a smaller reporting company) | Smaller Reporting Company x |
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TERMINATION OF REGISTRATION
EdgeWave, Inc. (the “Company”) is filing this Post-Effective Amendment No. 1 to its Registration Statements on Form S-8 to withdraw and remove from registration the unissued and unsold shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), issuable by the Company pursuant to the following plans (the “Plans”):
St. Bernard Software, Inc. 2010 Employee, Director and Consultant Equity Incentive Plan
St. Bernard Software, Inc. 2006 Employee Stock Purchase Plan
St. Bernard Software, Inc. 2006 Recruitment Equity Incentive Plan
St. Bernard Software, Inc. 2005 Stock Option Plan, as amended
St. Bernard Software, Inc. 2000 Stock Option Plan
St. Bernard Software, Inc. 1992 Stock Option Plan
AgaveOne, Inc. (dba Singlefin) 2005 Stock Incentive Plan
The Plans were previously registered by the Company pursuant to the following registration statements:
| • | Registration Statement on Form S-8 (File No. 333-178978), registering 268,716 shares of Common Stock, filed with the Securities and Exchange Commission on January 12, 2012 (no shares have been issued or sold); |
| • | Registration Statement on Form S-8 (File No. 333-175055) registering 330,000 shares of Common Stock, filed with the Securities and Exchange Commission on June 22, 2011; |
| • | Registration Statement on Form S-8 (File No. 333-171397), registering 1,350,000 shares of Common Stock, filed with the Securities and Exchange Commission on December 23, 2010; |
| • | Registration Statement on Form S-8 (File No. 333-171033), registering 900,000 shares of Common Stock, filed with the Securities and Exchange Commission on December 8, 2010; |
| • | Registration Statement on Form S-8 (File No. 333-146033), registering 1,000,000 shares of Common Stock, filed with the Securities and Exchange Commission on September 13, 2007; |
| • | Registration Statement on Form S-8 (File No. 333-140787), registering 900,000 shares of Common Stock, filed with the Securities and Exchange Commission on February 20, 2007; and |
| • | Registration Statement on Form S-8 (File No. 333-139703), registering 2,505,008 shares of Common Stock, filed with the Securities and Exchange Commission on December 28, 2006. |
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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 Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on September 5, 2012.
| EDGEWAVE, INC. | |||
| By: | /s/ Louis Ryan | ||
Louis Ryan Chief Executive Officer | |||
No other person is required to sign this Post-Effective Amendment No. 1 to Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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