XXIA Ixia

1997 Stock Option Plan
Director Stock Option Plan
Employee Stock Purchase Plan
Warrants to Purchase Common Stock
1997 Stock Option Plan, as Amended
Employee Stock Purchase Plan, as Amended
Amended and Restated 1997 Equity Incentive Plan
Amended and Restated Non-Employee Director Stock Option Plan
2008 Equity Incentive Plan
2008 Equity Incentive Plan, as Amended
2000 Employee Stock Purchase Plan, as Amended
2010 Employee Stock Purchase Plan
Amended and Restated Ixia 2008 Equity Incentive Plan, as Amended
2010 Employee Stock Purchase Plan, as Amended
Second Amended and Restated Ixia 2008 Equity Incentive Plan

(Full title of the plans)

Jeffrey K. Li
Vice President, Treasurer, and Secretary

Ixia

1400 Fountaingrove Parkway

Santa Rosa, CA 95403

Phone: (800) 829-4444

(Name, address and telephone number of agent for service)

 

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of Ixia (the “Registrant”) filed with the Securities and Exchange Commission (the “SEC”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued under such Registration Statements:

·

Registration No. 333-48814, filed with the SEC on October 27, 2000, pertaining to the registration of an aggregate of 14,880,000 shares of the Registrant’s common stock, without par value (“Common Stock”), under the Registrant’s 1997 Stock Option Plan, Director Stock Option Plan, Employee Stock Purchase Plan and Warrants to Purchase Common Stock.

·	Registration No. 333-66382, filed with the SEC on July 31, 2001, pertaining to the registration of an aggregate of 2,000,000 shares of the Registrant’s Common Stock, under the Registrant’s 1997 Stock Option Plan, as amended.

·	Registration No. 333-107818, filed with the SEC on August 8, 2003, pertaining to the registration of an aggregate of 5,000,000 shares of the Registrant’s Common Stock, under the Registrant’s 1997 Stock Option Plan, as amended, and Employee Stock Purchase Plan, as amended.

·

Registration No. 333-117969, filed with the SEC on August 5, 2004, pertaining to the registration of an aggregate of 5,700,000 shares of the Registrant’s Common Stock, under the Registrant’s Amended and Restated 1997 Equity Incentive Plan, Amended and Restated Non-Employee Director Stock Option Plan and Employee Stock Purchase Plan, as amended.

·	Registration No. 333-124599, filed with the SEC on May 3, 2005, pertaining to the registration of an aggregate of 500,000 shares of the Registrant’s Common Stock, under the Registrant’s Employee Stock Purchase Plan, as amended.

·	Registration No. 333-133718, filed with the SEC on May 1, 2006, pertaining to the registration of an aggregate of 500,000 shares of the Registrant’s Common Stock, under the Registrant’s Employee Stock Purchase Plan, as amended.

·	Registration No. 333-143055, filed with the SEC on May 17, 2007, pertaining to the registration of an aggregate of 500,000 shares of the Registrant’s Common Stock, under the Registrant’s Employee Stock Purchase Plan, as amended.

·	Registration No. 333-151764, filed with the SEC on June 18, 2008, pertaining to the registration of an aggregate of 10,500,000 shares of the Registrant’s Common Stock, under the Registrant’s 2008 Equity Incentive Plan and the Registrant’s Employee Stock Purchase Plan, as amended.

·	Registration No. 333-162322, filed with the SEC on October 2, 2009, pertaining to the registration of an aggregate of 3,500,000 shares of the Registrant’s Common Stock under the Registrant’s 2008 Equity Incentive Plan, as amended, and the Registrant’s Employee Stock Purchase Plan, as amended.

·	Registration No. 333-167628, filed with the SEC on June 18, 2010, pertaining to the registration of an aggregate of 1,000,000 shares of the Registrant’s Common Stock under the Registrant’s 2000 Employee Stock Purchase Plan, as amended, and the Registrant’s 2010 Employee Stock Purchase Plan.

·

Registration No. 333-176237, filed with the SEC on August 11, 2011, pertaining to the registration of an aggregate of 7,950,000 shares of the Registrant’s Common Stock under the Registrant’s Amended and Restated Ixia 2008 Equity Incentive Plan, as amended, and the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

·	Registration No. 333-184727, filed with the SEC on November 2, 2012, pertaining to the registration of 500,000 shares of the Registrant’s Common Stock under the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

·	Registration No. 333-188689, filed with the SEC on May 17, 2013, pertaining to the registration of 500,000 shares of the Registrant’s Common Stock under the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

·

Registration No. 333-189701, filed with the SEC on June 28, 2013, pertaining to the registration of an aggregate of 11,800,000 shares of the Registrant’s Common Stock under the Registrant’s Second Amended and Restated Ixia 2008 Equity Incentive Plan and the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

·	Registration No. 333-200385, filed with the SEC on November 20, 2014, pertaining to the registration of 500,000 shares of the Registrant’s Common Stock under the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

 

·	Registration No. 333-207442, filed with the SEC on October 16, 2015, pertaining to the registration of 500,000 shares of the Registrant’s Common Stock under the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

·	Registration No. 333-212105, filed with the SEC on June 17, 2016, pertaining to the registration of 500,000 shares of the Registrant’s Common Stock under the Registrant’s 2010 Employee Stock Purchase Plan, as amended.

On April 18, 2017, pursuant to an Agreement and Plan of Merger, dated as of January 30, 2017 (the “Merger Agreement”), by and among the Registrant, Keysight Technologies, Inc., a Delaware corporation (“Keysight”), and, by a joinder dated February 2, 2017, Keysight Acquisition, Inc., a California corporation and a wholly owned subsidiary of Keysight (“Merger Sub”), Merger Sub merged with and into the Registrant, with the Registrant continuing as the surviving corporation (the “Merger”) and a wholly owned subsidiary of Keysight.

As a result of the Merger, the Registrant has terminated all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of such securities of the Registrant registered but not sold or otherwise issued under the Registration Statements, if any, as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of each Registration Statement.