As filed with the Securities and Exchange Commission on April 4, 2008
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)
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| Delaware | | 32-0047154 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
46600 Landing Parkway
Fremont, CA 94538
(510) 933-8300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2005 Equity Incentive Plan
2005 Non-Employee Directors’ Stock Option Plan
2005 Employee Stock Purchase Plan
(Full title of the plans)
Mark J. Barrenechea
Rackable Systems, Inc.
46600 Landing Parkway
Fremont, CA 94538
(510) 933-8300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Timothy J. Moore, Esq. Brett D. White, Esq. Cooley Godward Kronish LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, CA 94306 (650) 843-5000 | | Maurice Leibenstern, Esq. Senior Vice President, General Counsel and Corporate Secretary Rackable Systems, inc. 46600 Landing Parkway Fremont, CA 94538 (510) 933-8300 |
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 ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨
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| | (Do not check if a
smaller reporting company) | | |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | | Amount to be Registered (1) | | 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 | | 1,479,893 shares | | $9.37 | | $13,866,597 | | $545 |
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| (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 April 1, 2008, as reported on the Nasdaq Global Market (pursuant to Rule 457(c) under the Act). |
The chart below details the calculation of the registration fee:
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Securities | | Number of
Shares | | Offering Price
Per Share | | | Aggregate
Offering Price |
Shares reserved for future grant under the 2005 Equity Incentive Plan | | 1,180,516 | | $ | 9.37 | (2) | | $ | 11,061,435 |
Shares reserved for future grant under the 2005 Non-Employee Directors’ Stock Option Plan | | 16,581 | | $ | 9.37 | (2) | | $ | 155,364 |
Shares reserved for future grant under the 2005 Employee Stock Purchase Plan | | 282,796 | | $ | 9.37 | (2) | | $ | 2,649,799 |
Total | | 1,479,893 | | | | | | $ | 13,866,597 |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional (a) 1,180,516 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2005 Equity Incentive Plan, (b) 16,581 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2005 Non-Employee Directors’ Stock Option Plan, and (c) 282,796 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2005 Employee Stock Purchase Plan.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission, File Nos. 333-125760, 333-132564, 333-135677 and 333-140994, which relate to the Registrant’s foregoing plans, are incorporated herein by reference.
EXHIBITS
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Exhibit Number | | |
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| 4.1 | | Registrant’s Amended and Restated Certificate of Incorporation and Bylaws. (1) |
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| 5.1 | | Opinion of Cooley Godward KronishLLP. |
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| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
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| 23.2 | | Consent of Cooley Godward KronishLLP is contained in Exhibit 5.1 to this Registration Statement. |
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| 24.1 | | Power of Attorney is contained on the signature page. |
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| 99.1 | | 2005 Equity Incentive Plan. (2) 2005 Non-Employee Directors’ Stock Option Plan and Form of Non-statutory Stock Option Agreement under the 2005 Non-Employee Directors’ Stock Option Plan. (2) 2005 Employee Stock Purchase Plan and Form of 2005 Employee Stock Purchase Plan Offering. (2) |
(1) With respect to the Amended and Restated Certificate of Incorporation, filed as the like-described exhibit to Rackable Systems, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission and incorporated herein by reference. With respect to the Bylaws, filed as the like-described exhibit to Rackable Systems’ Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 7, 2008 and incorporated herein by reference.
(2) Filed as the like-described exhibit to Rackable Systems, Inc.’s Registration Statement on Form S-1, as amended (333-122576), originally filed with the Securities and Exchange Commission on February 4, 2005, and incorporated herein by reference.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on the 29th day of March, 2008.
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| RACKABLE SYSTEMS, INC. |
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| By: | | /s/ Mark J. Barrenechea |
| | Mark J. Barrenechea |
| | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Barrenechea and Maurice Leibenstern, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 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 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.
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Signature | | Title | | Date |
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/S/ MARK J. BARRENECHEA MARK J. BARRENECHEA | | Chief Executive Officer (principal executive officer) | | March 29, 2008 |
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/S/ MADHU RANGANATHAN MADHU RANGANATHAN | | Chief Financial Officer (principal financial and accounting officer) | | April 3, 2008 |
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/S/ GARY A. GRIFFITHS GARY A. GRIFFITHS | | Director | | April 2, 2008 |
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HAGI SCHWARTZ | | Director | | _________, 2008 |
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/S/ RONALD D. VERDOORN RONALD D. VERDOORN | | Director | | April 1, 2008 |
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/S/ CHARLES M. BOESENBERG CHARLES M. BOESENBERG | | Director | | March 31, 2008 |
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/S/ GENERAL MICHAEL W. HAGEE GENERAL MICHAEL W. HAGEE | | Director | | March 29, 2008 |
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DOUGLAS R. KING | | Director | | _________, 2008 |
EXHIBITS
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Exhibit Number | | |
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| 4.1 | | Registrant’s Amended and Restated Certificate of Incorporation and Bylaws. (1) |
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| 5.1 | | Opinion of Cooley Godward KronishLLP. |
| |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. |
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| 23.2 | | Consent of Cooley Godward KronishLLP is contained in Exhibit 5.1 to this Registration Statement. |
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| 24.1 | | Power of Attorney is contained on the signature page. |
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| 99.1 | | 2005 Equity Incentive Plan. (2) 2005 Non-Employee Directors’ Stock Option Plan and Form of Non-statutory Stock Option Agreement under the 2005 Non-Employee Directors’ Stock Option Plan. (2) 2005 Employee Stock Purchase Plan and Form of 2005 Employee Stock Purchase Plan Offering. (2) |
(1) With respect to the Amended and Restated Certificate of Incorporation, filed as the like-described exhibit to Rackable Systems, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005, as filed with the Securities and Exchange Commission and incorporated herein by reference. With respect to the Bylaws, filed as the like-described exhibit to Rackable Systems’ Current Report on Form 8-K, as filed with the Securities and Exchange Commission on March 7, 2008 and incorporated herein by reference.
(2) Filed as the like-described exhibit to Rackable Systems, Inc.’s Registration Statement on Form S-1, as amended (333-122576), originally filed with the Securities and Exchange Commission on February 4, 2005, and incorporated herein by reference.
