As filed with the Securities and Exchange Commission on September 12, 2006
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rackable Systems, Inc.
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 32-0047154 |
| (State of Incorporation) | | (I.R.S. Employer Identification No.) |
1933 Milmont Drive
Milpitas, CA 95035
(408) 240-8300
(Address of principal executive offices, including zip code)
2006 New Recruit Equity Incentive Plan
(Full title of the plan)
Thomas K. Barton
Chief Executive Officer
Rackable Systems, Inc.
1933 Milmont Drive
Milpitas, CA 95035
(408) 240-8300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| | |
| Timothy J. Moore, Esq. | | William P. Garvey, Esq. |
| Brett D. White, Esq. | | General Counsel |
| COOLEY GODWARDLLP | | RACKABLE SYSTEMS,INC. |
| Five Palo Alto Square | | 1933 Milmont Drive |
| 3000 El Camino Real | | Milpitas, CA 95035 |
| Palo Alto, CA 94306 | | (408) 240-8300 |
| (650) 843-5000 | | |
CALCULATION OF REGISTRATION FEE
| | | | | | | | | | | |
| Title of Securities to be Registered | | Amount to be
Registered | | Proposed Maximum Offering Price per Share (2) | | Proposed Maximum Aggregate Offering Price (2) | | Amount of Registration Fee |
Common Stock, par value $0.001 per share | | 500,000 shares | | $ | 27.72 | | $ | 13,860,000 | | $ | 1,483 |
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Act. The price per share and aggregate offering price are based on the average of the high and low prices of the Registrant’s Common Stock on September 1, 2006, as reported on the Nasdaq Global Market (pursuant to Rule 457(c) under the Act). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 500,000 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2006 New Recruit Equity Incentive Plan.
The Registrant’s Form S-8 Registration Statement filed with the Securities and Exchange Commission on February 22, 2006 (File No. 333-131976), which relates to the Registrant’s 2006 New Recruit Equity Incentive Plan, is incorporated herein by reference.
EXHIBITS
| | |
Exhibit Number | | |
| 5.1 | | Opinion of Cooley GodwardLLP. |
| |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
| |
| 23.2 | | Consent of Cooley GodwardLLP is contained in Exhibit 5.1 to this Registration Statement. |
| |
| 24.1 | | Power of Attorney. Reference is made to the signature page. |
| |
| 99.1 | | 2006 New Recruit Equity Incentive Plan and form of related agreements.* |
| |
| 99.2 | | Form of Stock Option Agreement under the Rackable Systems, Inc. 2006 New Recruit Equity Incentive Plan.** |
| * | Filed as the like-described exhibit to Rackable Systems, Inc.’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 30, 2006 and incorporated herein by reference. |
| ** | Filed as the like-described exhibit to Rackable Systems, Inc.’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 30, 2006 and incorporated herein by reference. |
SIGNATURES
The Registrant. 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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on the 8th day of September, 2006.
| | |
| RACKABLE SYSTEMS, INC. |
| |
| By: | | /s/ Thomas K. Barton |
| | Thomas K. Barton |
| | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Madhu Ranganathan and Thomas K. Barton, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
Signature | | Title | | Date |
| | |
/s/ Thomas K. Barton THOMAS K. BARTON | | Chief Executive Officer and Director (principal executive officer) | | September 8, 2006 |
| | |
/s/ Madhu Ranganathan MADHU RANGANATHAN | | Chief Financial Officer (principal financial and accounting officer) | | September 8, 2006 |
| | |
/s/ Gary A. Griffiths GARY A. GRIFFITHS | | Director | | September 8, 2006 |
| | |
HAGI SCHWARTZ | | Director | | September , 2006 |
| | |
/s/ Michael J. Maulick MICHAEL J. MAULICK | | Director | | September 8, 2006 |
| | |
/s/ Ronald Verdoorn RONALD VERDOORN | | Director | | September 8, 2006 |
| | |
/s/ Charles Boesenberg CHARLES BOESENBERG | | Director | | September 8, 2006 |
EXHIBIT INDEX
| | |
Exhibit Number | | |
| 5.1 | | Opinion of Cooley GodwardLLP. |
| |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
| |
| 23.2 | | Consent of Cooley GodwardLLP is contained in Exhibit 5.1 to this Registration Statement. |
| |
| 24.1 | | Power of Attorney. Reference is made to the signature page. |
| |
| 99.1 | | 2006 New Recruit Equity Incentive Plan and form of related agreements.* |
| |
| 99.2 | | Form of Stock Option Agreement under the Rackable Systems, Inc. 2006 New Recruit Equity Incentive Plan.** |
| * | Filed as the like-described exhibit to Rackable Systems, Inc.’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 30, 2006 and incorporated herein by reference. |
| ** | Filed as the like-described exhibit to Rackable Systems, Inc.’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on January 30, 2006 and incorporated herein by reference. |
