Post-effective Amendment to an S-8 Filing (s-8 Pos)
04 July 2013 - 6:54AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 2, 2013
Registration No. 333-
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33382
60354
87088
106167
118488
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125893
136935
140952
150777
161140
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166571
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-33382
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-60354
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-87088
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-106167
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-118488
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-125893
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-136935
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-140952
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-150777
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-161140
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S8 REGISTRATION STATEMENT NO. 333-166571
UNDER
THE SECURITIES ACT OF 1933
Websense,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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51-0380839
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification Number)
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Websense, Inc. 2000 Stock Incentive Plan
Websense, Inc. Amended and Restated 2000 Stock Incentive Plan
Websense Inc. 2000 Employee Stock Purchase Plan
Websense, Inc. Stock Option Agreements
Websense, Inc. 2007 Stock
Incentive Assumption Plan
Websense, Inc. 2009 Equity Incentive Plan
(Full title of the plans)
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Christian Waage
Vice President, General Counsel and
Corporate Secretary
Websense, Inc.
10240 Sorrento Valley Road
San Diego, California
92121
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92121
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(Address of principal executive offices)
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Zip Code
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(858) 320-8000
(Registrants telephone number, including area code)
(Name and address of agent for service and telephone number, including area code, of agent for service)
Barbara L.
Borden, Esq.
Brandee Fernandez, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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):
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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 SECURITIES
These post-effective amendments (the Post-Effective Amendments), filed by Websense, Inc., a Delaware corporation (the
Company), remove from registration all shares of common stock, par value $0.01 per share, of the Company (the Shares) registered under the following Registration Statements on Form S-8 filed by the Company (the
Registration Statements) with the U.S. Securities and Exchange Commission (the SEC), pertaining to the registration of the Shares offered under certain employee benefit and equity plans and agreements.
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Registration
No.
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Date Filed
with the
SEC
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Name of Equity Plan or Agreement
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Shares
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333-33382
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March 28, 2000
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Websense Inc. 2000 Stock Incentive Plan (2000 Stock Incentive Plan)
Websense Inc. 2000 Employee Stock Purchase Plan (2000 Employee Stock
Purchase
Plan)
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4,500,000
250,000
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333-60354
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May 7, 2001
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
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788,194
197,049
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333-87088
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April 26, 2002
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
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823,841
205,960
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333-106167
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June 16, 2003
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
Stock Option Agreements granted outside the Companys stock option plans
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869,375
217,344
177,000
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333-118488
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August 23, 2004
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
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897,796
224,449
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333-125893
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June 17, 2005
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
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941,027
235,257
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333-136935
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August 28, 2006
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
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1,917,696
479,424
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333-140952
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February 28, 2007
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2000 Stock Incentive Plan
2000
Employee Stock Purchase Plan
Websense, Inc. 2007 Stock Incentive Assumption Plan (2007 Stock Incentive
Assumption Plan)
2007 Stock Incentive
Assumption Plan
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1,791,381
447,845
129,212
74,871
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333-150777
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May 9, 2008
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Websense, Inc. Amended and Restated 2000 Stock Incentive Plan (Amended
and Restated 2000 Stock Incentive Plan)
2000 Employee Stock Purchase Plan
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1,815,746
453,936
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333-161140
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August 7, 2009
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Websense, Inc. 2009 Equity Incentive Plan
2000 Employee Stock Purchase Plan
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7,051,935
450,484
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333-166571
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May 6, 2010
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Amended and Restated 2000 Stock Incentive Plan
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434,099
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On May 19, 2013, the Company entered into an Agreement and Plan of Merger with Tomahawk Acquisition,
LLC, a Delaware limited liability company (Parent), and Tomahawk Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), providing for, among other things, the merger of Merger Sub with
and into the Company (the Merger), with the Company continuing as the surviving corporation and a direct wholly-owned subsidiary of Parent. The Merger became effective at 9:33 a.m., New York City Time, on June 25, 2013, pursuant to
the Certificate of Ownership and Merger filed with the Secretary of State of the State of Delaware.
As a result of the
Merger, the Company has terminated all offerings of its Shares pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with an undertaking made by the
Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, the Company hereby removes from registration all Shares registered under
the Registration Statements that remain unsold as of the date of the Post-Effective Amendments and terminates the effectiveness of the Registration Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these
Post-Effective Amendments and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of San Diego, State of California, on July 2, 2013.
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Websense, Inc.
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By:
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/s/ Christian Waage
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Name:
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Christian Waage
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Title:
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Vice President, General Counsel and Corporate Secretary
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Note: No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the
Securities Act of 1933, as amended.
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