As filed with the Securities and Exchange Commission on October 19, 2011
Registration No. 333-116612
333-125777
333-135995
333-143797
333-151652
333-160172
333-168690
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-116612
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-125777
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-135995
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-143797
Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-151652
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-160172
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-168690
UNDER
THE SECURITIES ACT OF 1933
BLACKBOARD INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 52-2081178 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
650 Massachusetts Ave, NW Washington, DC |
20001 | |
(Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated 2004 Stock Incentive Plan
(Full Title of the Plan)
Michael L. Chasen
Chief Executive Officer
Blackboard Inc.
650 Massachusetts Ave, NW
Washington, D.C. 20001
(Name and Address of Agent For Service)
(202) 463-4860
(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.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (each a Post-Effective Amendment and collectively, the Post-Effective Amendments), relate to the following Registration Statements of Blackboard Inc. (the Company) on Form S-8, (each a Registration Statement and collectively, the Registration Statements) as filed by the Company with the Securities and Exchange Commission (the SEC), pertaining to the registration of shares of Common Stock offered under the Companys Amended and Restated 2004 Stock Incentive Plan.
Registration No. |
Date Filed with the SEC |
Shares | Par Value per Share | |||||||
333-116612 |
June 18, 2004 | 5,987,813 | $ | 0.01 | ||||||
333-125777 |
June 13, 2005 | 462,308 | $ | 0.01 | ||||||
333-135995 |
July 24, 2006 | 2,250,000 | $ | 0.01 | ||||||
333-143797 |
June 15, 2007 | 1,200,000 | $ | 0.01 | ||||||
333-151652 |
June 13, 2008 | 2,900,000 | $ | 0.01 | ||||||
333-160172 |
June 23, 2009 | 1,800,000 | $ | 0.01 | ||||||
333-168690 |
August 9, 2010 | 1,500,000 | $ | 0.01 |
Effective as of October 4, 2011, pursuant to the Agreement and Plan of Merger, dated as of June 30, 2011, by and among the Company, Bulldog Holdings, Inc. (f/k/a Bulldog Holdings, LLC) (Parent), a Delaware corporation, and Bulldog Acquisition Sub, Inc. (Acquisition Sub), a Delaware corporation and wholly owned subsidiary of Parent (the Merger Agreement), Acquisition Sub merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the Merger). The consummation of the Merger and certain related events were disclosed in the Companys Current Report on Form 8-K, as filed with the SEC on October 11, 2011.
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to existing registration statements including the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of the Registration Statements and (in accordance with the undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering) removes from registration any and all securities of the Company registered but unsold under the Registration Statements as of the effective time of these Post-Effective Amendments.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the SEC on July 1, 2011.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on this 19th day of October, 2011.
BLACKBOARD INC. | ||
By: | /s/ Michael L. Chasen | |
Michael L. Chasen | ||
Chief Executive Officer and President |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to the Registration Statements have been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Michael L. Chasen Michael L. Chasen |
Chief Executive Officer, President and Director (Principal Executive Officer) |
October 19, 2011 | ||
/s/ John E. Kinzer John E. Kinzer |
Chief Financial Officer (Principal Financial Officer) |
October 19, 2011 | ||
/s/ Jonathan R. Walsh Jonathan R. Walsh |
Vice President, Finance and Accounting (Principal Accounting Officer) |
October 19, 2011 | ||
/s/ Steven Alesio Steven Alesio |
Chairman of the Board of Directors | October 19, 2011 | ||
/s/ Charles Gottdiener Charles Gottdiener |
Director | October 19, 2011 | ||
/s/ David Phillips David Phillips |
Director | October 19, 2011 | ||
/s/ Peter Wilde Peter Wilde |
Director | October 19, 2011 |