- Securities Registration: Employee Benefit Plan (S-8)
March 06 2009 - 4:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 6, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Unica Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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04-3174345
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(State or Other Jurisdiction of Incorporation
or Organization)
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(I.R.S. Employer
Identification No.)
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Reservoir Place North
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170 Tracer Lane
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Waltham, Massachusetts
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02451-1379
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(Address of Principal Executive Offices)
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(Zip Code)
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2005 Stock Incentive Plan
(Full Title of the Plan)
Yuchun Lee
Chief Executive Officer
Unica Corporation
Reservoir Place North
170 Tracer Lane
Waltham, Massachusetts 02451-1379
(Name and Address of Agent For Service)
(781) 839-8000
(Telephone Number, Including Area Code, of Agent For Service)
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. (Check one):
Large accelerated filer
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Accelerated filer
þ
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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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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Title of
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Maximum
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Maximum
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Securities
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Amount to be
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Offering Price Per
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Aggregate Offering
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Amount of
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to be Registered
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Registered(1)
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Share
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Price
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Registration Fee
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Common Stock, $0.01
par value per share
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3,966,788 shares(2)
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$
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4.16
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(3)
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$
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16,501,838
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(3)
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$
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649
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration
statement shall be deemed to cover any additional securities that may from time to time be
offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
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(2)
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Consists of 3,966,788 shares issuable under the 2005 Stock Incentive Plan, as amended.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c)
and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high
and low prices of the Registrants Common Stock as reported on the Nasdaq Global Market on
March 4, 2009.
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STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement is being filed for the purpose of registering additional securities of
the same class as other securities for which a Registration Statement on Form S-8 has previously
been filed and is effective. Accordingly, this Registration Statement on Form S-8 incorporates by
reference the contents of the Registration Statement on Form S-8, File No. 333-127131, filed by the
Registrant on August 3, 2005 relating to the Registrants 2005 Stock Incentive Plan, except for
Item 8, Exhibits, which is incorporated herein by reference to the Exhibit List immediately
preceding the exhibits attached hereto.
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TABLE OF CONTENTS
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 on Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this
26
th
day of February, 2009.
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Unica Corporation
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/s/ Yuchun Lee
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Unica Corporation, hereby severally constitute
and appoint Yuchun Lee, Kevin P. Shone and Jason Joseph, and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for us and in our names
in the capacities indicated below, the registration statement on Form S-8 filed herewith and any
and all subsequent amendments to said registration statement, and generally to do all such things
in our names and on our behalf in our capacities as officers and directors to enable Unica
Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has
been signed 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/ Yuchun Lee
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President, Chief Executive
Officer and Chairman
(Principal executive officer)
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February 26, 2009
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/s/ Kevin P. Shone
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Senior Vice President and
Chief Financial Officer
(Principal financial and
accounting officer)
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February 26, 2009
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/s/ Aron J. Ain
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Director
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February 26, 2009
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/s/ Bruce R. Evans
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Director
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February 26, 2009
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/s/ Gary Haroian
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Director
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February 26, 2009
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/s/ Carla Hendra
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Director
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February 26, 2009
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/s/ Jim Perakis
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Director
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February 26, 2009
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/s/ Robert Schechter
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Director
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February 26, 2009
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INDEX TO EXHIBITS
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Number
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Description
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4.1(1)
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Amended and Restated Certificate of Incorporation of the Registrant
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4.2(1)
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Amended and Restated By-Laws of the Registrant
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5.1
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to
the Registrant
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5.1)
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23.2
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Consent of PricewaterhouseCoopers LLP
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23.3
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Consent of Ernst & Young LLP
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24
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Power of attorney (included on the signature pages of this
registration statement)
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(1)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrants Registration Statement on Form S-1, as amended (File No. 333-120615) and
incorporated herein by reference.
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