As filed with the Securities and Exchange Commission on June 21, 2016

Registration No. 333-209993

 

 

 

 

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. 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 March 13, 2015, Opower, Inc. (“Opower”) filed a registration statement on Form S-8 (No. 333-209993) (the “Registration Statement”) with the Securities and Exchange Commission, registering 2,627,833 shares of Opower’s common stock, current par value $0.000005 per share (the “Common Stock) under the 2014 Stock Incentive 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 21 st 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

(Principal Executive Officer)

  June 21, 2016
Dorian Daley     

/s/ Gregory Hilbrich

   Senior Vice President and Treasurer   June 21, 2016
Gregory Hilbrich    (Principal Financial and Accounting Officer)  
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