As filed with the Securities and Exchange Commission on June 21, 2016
Registration No. 333-195038
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OPOWER, INC.
(Exact name of issuer as specified in its charter)
| Delaware | 26-0542549 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
1515 North Courthouse Road, 8th Floor Arlington, Virginia | 22201 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Opower, Inc. 2007 Stock Plan
Opower, Inc. 2014 Stock Incentive Plan
(Full title of plan)
Brian S. Higgins
Vice President and Associate General Counsel
Oracle Corporation
500 Oracle Parkway
Redwood City, California 94065
Telephone: (650) 506-7000
(Name, address and telephone number of agent for service)
Copies to:
Keith A. Flaum
James R. Griffin
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores, California 94065
Telephone: (650) 802-3000
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 COMMON STOCK
On April 4, 2014, Opower, Inc. (“Opower”) filed a registration statement on Form S-8 (No. 333-195038) (the “Registration Statement”) with the Securities and Exchange Commission, registering 6,007,317 shares of Opower’s common stock, current par value $0.000005 per share (the “Common Stock) under the 2014 Stock Incentive Plan and 8,827,562 shares of Common Stock under the 2007 Stock Plan.
On June 14, 2016, pursuant to the terms of the Agreement and Plan of Merger, dated as of May 1, 2016, by and among Opower, Inc., OC Acquisition LLC, a wholly owned subsidiary of Oracle Corporation, Olympus II Acquisition Corporation, a wholly owned subsidiary of OC Acquisition LLC, and (solely with respect to performance of its obligations set forth in certain specified sections thereof) Oracle, Olympus II Acquisition Corporation merged with and into Opower, and Opower became an indirect wholly owned subsidiary of Oracle Corporation (the “Merger”). As a result of the Merger, the offerings pursuant to the Registration Statement have been terminated. In accordance with an undertaking made by Opower in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the termination of the offerings, Opower hereby removes from registration the Common Stock registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on the 21st day of June, 2016.
| OPOWER, INC. | ||
| By: | /s/ Brian S. Higgins | |
| Name: | Brian S. Higgins | |
| Title: | Vice President & Secretary | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
/s/ Dorian Daley | President | June 21, 2016 | ||
Dorian Daley | (Principal Executive Officer) | |||
/s/ Gregory Hilbrich | Senior Vice President and Treasurer | June 21, 2016 | ||
| Gregory Hilbrich | (Principal Financial and Accounting Officer) | |||
