As filed with the Securities and Exchange Commission on April 24, 2015
Registration No. 333-196289
333-193980
333-190314
333-186727
333-185855
333-179482
333-172306
333-164923
333-157492
333-149602
333-141260
333-137502
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENTS
TO
FORM S-8
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT OF 1933
RIVERBED TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 03-0448754 | |
(State or other jurisdiction of incorporation or organization) | I.R.S. Employer Identification No.) |
680 Folsom Street
San Francisco, CA 94107
(415) 247-8800
(Address of Principal Executive Offices)(Zip Code)
2014 Equity Incentive Plan
2006 Director Option Plan
2012 Stock Incentive Plan
2006 Employee Stock Purchase Plan
OPNET Technologies, Inc. Amended and Restated 2000 Stock Incentive Plan
2006 Equity Incentive Plan
2009 Inducement Equity Incentive Plan
(Full titles of the plans)
Jerry M. Kennelly
Chairman and Chief Executive Officer
Riverbed Technology, Inc.
680 Folsom Street
San Francisco, CA 94107
(415) 247-8800
(Name, address, and telephone number of agent for service)
David J. Segre, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300
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 SECURITIES
This Post-Effective Amendment relates to the following registration statements of Riverbed Technology, Inc. (the “Company”), each pertaining to the registration of the shares offered under certain employee benefit and equity plans and agreements, originally filed on Form S-8 and as amended from time-to-time (collectively, the “Registration Statements”):
File No. | Date Originally Filed with the SEC | Name of Equity Plan or Agreement | Shares of Common Stock | |||||
| 333-196289 | May 27, 2014 | 2014 Equity Incentive Plan | 30,884,218 | |||||
| 333-193980 | February 18, 2014 | 2006 Director Option Plan | 2,131,762 | |||||
2012 Stock Incentive Plan | ||||||||
| 333-190314 | August 1, 2013 | 2006 Employee Stock Purchase Plan | 10,000,000 | |||||
| 333-186727 | February 19, 2013 | 2006 Director Option Plan | 2,000,000 | |||||
2006 Employee Stock Purchase Plan | ||||||||
| 333-185855 | January 2, 2013 | OPNET Technologies, Inc. Amended and Restated 2000 Stock Incentive Plan | 6,703,301 | |||||
2012 Stock Incentive Plan | ||||||||
| 333-179482 | February 10, 2012 | 2006 Director Option Plan | 2,000,000 | |||||
2006 Employee Stock Purchase Plan | ||||||||
| 333-172306 | February 16, 2011 | 2006 Equity Incentive Plan | 9,543,416 | |||||
2006 Director Option Plan | ||||||||
2006 Employee Stock Purchase Plan | ||||||||
| 333-164923 | February 16, 2010 | 2006 Equity Incentive Plan 2006 Director Option Plan 2006 Employee Stock Purchase Plan | 4,458,752 | |||||
| 333-157492 | February 24, 2009 | 2006 Equity Incentive Plan 2006 Director Option Plan 2006 Employee Stock Purchase Plan 2009 Inducement Equity Incentive Plan | 5,899,729 | |||||
| 333-149602 | March 7, 2008 | 2006 Equity Incentive Plan 2006 Director Option Plan 2006 Employee Stock Purchase Plan | 4,573,954 | |||||
| 333-141260 | March 13, 2007 | 2006 Equity Incentive Plan 2006 Director Option Plan 2006 Employee Stock Purchase Plan | 4,220,816 | |||||
| 333-137502 | September 21, 2006 | 2006 Equity Incentive Plan 2006 Director Option Plan 2006 Employee Stock Purchase Plan | 11,887,987 | |||||
On December 14, 2014, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Riverbed Holdings, Inc. (formerly Project Homestake Holdings, LLC), a Delaware corporation (“Newco”) and Project Homestake Merger Corp., a Delaware corporation and a wholly owned subsidiary of Newco (“Merger Sub”). Pursuant to the Merger Agreement, on April 24, 2015, Merger Sub merged with and into the Company, and the Company continued as the surviving corporation and as a wholly-owned subsidiary of Newco (the “Merger”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. Accordingly, the Company is filing this Post-Effective Amendment to the Registration Statements pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statements, and in accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of this Post-Effective Amendment, any of the securities that had been registered but remain unsold at the termination of the offering, the Company hereby removes from registration all such securities, if any. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment to Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, in the State of California, on this 24th day of April 2015.
| RIVERBED TECHNOLOGY, INC. | ||
| By: | /s/ Brett A. Nissenberg | |
| Name: | Brett A. Nissenberg | |
| Title: | General Counsel and Senior Vice President | |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.