As filed with the Securities and Exchange Commission on October 9, 2019
No. 333-224747
No. 333-230153
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-224747
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT NO.333-230153
UNDER
THE SECURITIES ACT OF 1933
Carbon Black, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 55-0810166 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
Eric J. Pyenson
Senior Vice President & General Counsel
Carbon Black, Inc.
1100 Winter Street
Waltham, Massachusetts 02451
(617)393-7400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
AMENDED AND RESTATED EQUITY INCENTIVE PLAN
AMENDED AND RESTATED 2010 SEREIS A OPTION PLAN
CARBON BLACK, INC. AMENDED AND RESTATED 2012 EQUITY INCENTIVE PLAN
2012 STOCK OPTION AND GRANT PLAN
CONFER TECHNOLOGIES, INC. 2013 STOCK PLAN
2018 STOCK OPTION AND INCENTIVE PLAN
2018 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
With a copy to:
Brandon C. Parris
Michael G. O’Bryan
Morrison & Foerster LLP
425 Market Street
San Francisco, CA 94105-2482
(415) 268-7000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements of Carbon Black, Inc., a Delaware corporation (“Carbon Black”), on FormS-8 (collectively, the “Registration Statements”).
| • | RegistrationNo. 333-224747, filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 8, 2018, covering an aggregate of 89,716 shares of common stock, par value $0.001, of Carbon Black (“Common Stock”), issuable under the Amended and Restated Equity Incentive Plan, an aggregate of 1,693,197 shares of Common Stock issuable under the Amended and Restated 2010 Series A Option Plan, an aggregate of 837, 835 shares of Common Stock issuable under the Carbon Black, Inc. Amended and Restated 2012 Equity Incentive Plan, an aggregate of 15,036,452 shares of Common Stock issuable under the 2012 Stock Option and Grant Plan, an aggregate of 374,767 shares of Common Stock issuable under the Confer Technologies, Inc. 2013 Stock Plan, an aggregate of 7,257,741 shares of Common Stock issuable under the 2018 Stock Option and Incentive Plan (the “2018 Plan”) and an aggregate of 1,735, 729 shares of Common Stock issuable under the 2018 Employee Stock Purchase Plan; and |
| • | RegistrationNo. 333-230153, filed with the Commission on March 8, 2019, covering an aggregate of 3,486,929 shares of Common Stock, issuable under the 2018 Plan. |
On October 8, 2019, pursuant to that certain Agreement and Plan of Merger, dated as of August 22, 2019 (the “Merger Agreement”), by and among Carbon Black, VMware, Inc., a Delaware corporation (“VMware”), and Calistoga Merger Corp., a Delaware corporation and a wholly owned subsidiary of VMware (“Purchaser”), Purchaser merged with and into Carbon Black, with Carbon Black surviving as a wholly owned subsidiary of VMware.
As a result of the transactions contemplated in the Merger Agreement, Carbon Black has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. Carbon Black, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold under the Registration Statements as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, California, on this 9th day of October, 2019.*
| CARBON BLACK, INC. | ||||
| By: | /s/ Craig Norris | |||
| Name: | Craig Norris | |||
| Title: | President | |||
| * | Pursuant to Rule 478 under the Securities Act no other person is required to sign these Post-Effective Amendments. |
