Post-effective Amendment to an S-8 Filing (s-8 Pos)
March 28 2013 - 4:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 28, 2013
Registration No. 333-186989
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
Acme Packet, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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100 Crosby Drive
Bedford, MA 01730
(781) 328-4400
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04-3526641
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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Acme Packet, Inc.
2006 Equity Incentive Plan
2006 Director Option Plan
(Full Title of the Plan)
Dorian Daley
President
Acme Packet, Inc.
100 Crosby Drive
Bedford, MA 01730
(781) 328-4400
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copy To:
Keith Flaum
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood City, CA 94065
(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.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF COMMON STOCK
On March 1, 2013, Acme Packet, Inc. (the Registrant) filed with the Securities and Exchange Commission (the Commission) a
registration statement on Form S-8, Registration No. 333-186989 (the Registration Statement), for the sale of 3,075,000 shares of the common stock, par value $0.001 per share (the Common Stock), of the Registrant
under the Registrants 2006 Equity Incentive Plan and 2006 Director Option Plan.
On March 28, 2013, pursuant to the terms of the
Agreement and Plan of Merger, dated as of February 4, 2013, by and among the Registrant, Oracle Corporation, OC Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation, and Andes Acquisition Corporation, a wholly-owned subsidiary of OC
Acquisition LLC, Andes Acquisition Corporation merged with and into the Registrant, and the Registrant 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 the Registrant 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, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective
Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on the 28th day of
March, 2013.
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ACME PACKET, INC.
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By:
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/s/ Dorian Daley
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Name:
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Dorian Daley
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Title:
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President
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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.
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SIGNATURE
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TITLE
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DATE
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/s/ Dorian Daley
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President
(Principal Executive Officer)
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March 28, 2013
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Dorian Daley
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/s/ Eric Ball
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Treasurer
(Principal Financial and Accounting Officer)
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March 28, 2013
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Eric Ball
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/s/ Brian Higgins
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Director
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March 28, 2013
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Brian Higgins
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