- Post-Effective Amendment to an S-8 filing (S-8 POS)
06 April 2012 - 6:34AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 5, 2012
Registration No. 333-133702
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
TALEO
CORPORATION
(Exact name of Registrant as specified in its charter)
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Delaware
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52-2190418
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4140 Dublin Boulevard, Suite 400
Dublin, California 94568
(925) 452-3000
(Address including zip code, and telephone number,
including area code, of principal executive offices)
ViaSite Inc.
Stock Plan
1999 Stock Plan
2003 Series D Preferred Stock Plan
2004 Stock Plan
2004 Employee Stock Purchase Plan
2005 Stock Plan
(Full title of the plans)
Dorian Daley
President and Chief Executive Officer
Taleo Corporation
4140 Dublin Boulevard, Suite 400
Dublin, California 94568
(925) 452-3000
(Name, address, and telephone number, including area
code, of agent for service)
Copy to:
Keith Flaum
Dewey & LeBoeuf LLP
1950 University Avenue, Suite 500
E. Palo Alto, California 94303
(650) 845-7000
DEREGISTRATION OF COMMON STOCK
On May 1, 2006, the Registrant filed with the Securities and Exchange Commission a registration statement on Form S-8, Registration
No. 333-133702 (the Registration Statement), for the sale of shares of the Class A Common Stock, par value $0.00001 per share (the Common Stock), of the Registrant under the Registrants ViaSite Inc. Stock
Plan, 1999 Stock Plan, 2003 Series D Preferred Stock Plan, 2004 Stock Plan, 2004 Employee Stock Purchase Plan and 2005 Stock Plan.
On April 5, 2012, the Registrants stockholders approved, at a special meeting of stockholders, an Agreement and Plan of Merger (the Merger Agreement), dated as of February 8,
2012, by and among the Registrant, OC Acquisition LLC, a Delaware limited liability company and a wholly owned subsidiary of Oracle Corporation (Parent), Tiger Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary
of Parent, and Oracle Corporation, a Delaware corporation, for the limited purposes specified therein. Pursuant to the Merger Agreement, upon filing the Certificate of Merger with the Secretary of State of the State of Delaware on April 5, 2012
(the Effective Time), Tiger 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 offering pursuant to the Registration Statement has 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 shares of the Common Stock registered under the Registration Statement that remain unsold at the termination of the
offering, the Registrant hereby removes from registration all shares of the Common Stock registered under the Registration Statement that remain unsold as of the Effective Time of the Merger.
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 this 5
th
day of April, 2012.
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TALEO CORPORATION
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By:
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/s/ Dorian Daley
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Name: Dorian Daley
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Title: President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to
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
Dorian Daley
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President and Chief Executive Officer
(Principal Executive Officer)
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April 5, 2012
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/s/ Eric Ball
Eric Ball
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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April 5, 2012
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/s/ Brian Higgins
Brian Higgins
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Director
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April 5, 2012
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