S-8

As filed with the Securities and Exchange Commission on May 8, 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

SuccessFactors, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	94-3398453
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

SuccessFactors, Inc.
1500 Fashion Island Blvd., Suite 300
San Mateo, California 94404
(650) 645-2000
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2007 Equity Incentive Plan
(Full title of the plans)

Lars Dalgaard
President and Chief Executive Officer
SuccessFactors, Inc.
1500 Fashion Island Blvd., Suite 300
San Mateo, California 94404
(650) 645-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

Julian Ong, Esq.
Vice President, General Counsel and Secretary
SuccessFactors, Inc.
1500 Fashion Island Blvd., Suite 300
San Mateo, California 94404
(650) 645-2000

Jeffrey R. Vetter, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500

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 o Accelerated filer þ 
Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

				Proposed Maximum			Proposed Maximum			Amount of
Title of Each Class of Securities	Amount to be			Offering Price			Aggregate Offering			Registration
to be Registered	Registered(1)			Per Share			Price			Fee
Common Stock, $0.001 par value		2,000,000	(2)	$	8.66	(3)	$	17,320,000	(3)	$	966.46

(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2007 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)	Represents additional shares reserved for issuance under the Plan as a result of the automatic increase provision of the Plan. Shares issuable upon exercise of the options granted under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on December 7, 2007 (Registration No. 333-147909).
(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low sales prices reported on the NASDAQ Global Market on May 5, 2009.

EXPLANATORY NOTE

          This registration statement on Form S-8 registers an aggregate of 2,000,000 additional shares of common stock reserved for issuance for awards granted under the Registrant’s 2007 Equity Incentive Plan, pursuant to the automatic increase provisions of such plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission December 7, 2007 (Registration No. 333-147909).

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 San Mateo, State of California, on this 8th day of May, 2009.

SUCCESSFACTORS, INC.
By:	/s/ Lars Dalgaard
	Lars Dalgaard
	President and Chief Executive Officer

POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lars Dalgaard, Bruce C. Felt, Jr. and Julian K. Ong, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Lars Dalgaard Lars Dalgaard	President, Chief Executive Officer and Director (Principal Executive Officer)	May 8, 2009
/s/ Bruce C. Felt, Jr. Bruce C. Felt, Jr.	Chief Financial Officer (Principal Accounting and Financial Officer)	May 8, 2009
/s/ David N. Strohm David N. Strohm	Chairperson of the Board of Directors	May 8, 2009
/s/ Douglas J. Burgum Douglas J. Burgum	Director	May 8, 2009
/s/ Eric C.W. Dunn Eric C.W. Dunn	Director	May 8, 2009
/s/ William E. McGlashan, Jr. William E. McGlashan, Jr.	Director	May 8, 2009
/s/ Elizabeth A. Nelson Elizabeth A. Nelson	Director	May 8, 2009
/s/ David G. Whorton David G. Whorton	Director	May 8, 2009

II-1

EXHIBIT INDEX

Exhibit			Incorporated by Reference					Filed
Number		Exhibit Description	Form	File No.	Exhibit		Filing Date	Herewith
	4.1	Restated Certificate of Incorporation of Registrant, to be	10-K	000-1402305		3.1	3/5/08
	4.2	Amended and Restated Bylaws of Registrant	10-K	000-1402305		3.2	3/5/08
	4.3	Form of Registrant’s common stock certificate.	S-1	333-144758		4.1	10/31/07
	4.7	2007 Equity Incentive Plan.	S-1	333-144758		10.4	11/13/07
	4.8	Form of Notice of Stock Option Grant, Stock Option Agreement and Stock Option Exercise Agreement, Notice of Restricted Stock Award Grant and Restricted Stock Purchase Agreement, Notice of Restricted Stock Unit Grant and Restricted Stock Unit Agreement, Notice of Stock Bonus Award Grant and Stock Bonus Agreement and Notice of Stock Appreciation Right Grant and Stock Appreciation Right Agreement under the 2007 Equity Incentive Plan.	S-1	333-144758		10.5	11/9/07
	5.1	Opinion of Fenwick & West LLP.						X
	23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.						X
	23.2	Consent of Fenwick & West LLP (contained in Exhibit 5.1).						X
	24.1	Power of Attorney (included on signature page of this Registration Statement).						X

EX-5.1

Exhibit 5.1

[Fenwick & West LLP Letterhead]

May 6, 2009

SuccessFactors, Inc.
1500 Fashion Island Blvd., Suite 300
San Mateo, California 94404

Ladies and Gentlemen:

     At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by SuccessFactors, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about May 8, 2009, in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 2,000,000 shares of the Company’s Common Stock (the “Stock”) that are subject to issuance by the Company upon the exercise of stock options to be granted and the grant of restricted stock, restricted stock units, performance shares or stock bonuses under the Company’s 2007 Equity Incentive Plan (the "Plan”).

     In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1)	the Company’s Restated Certificate of Incorporation, certified by the Delaware Secretary of State on November 26, 2007;
(2)	the Company’s Amended and Restated Bylaws, certified by the Company’s Secretary on November 26, 2007;
(3)	the Registration Statement, together with the exhibits filed as a part thereof or incorporated therein by reference;
(4)	The prospectus prepared in connection with the Registration Statement (the “Prospectus”);
(5)	The minutes of meetings and actions by written consent of the sole incorporator, the Company’s stockholders and the Company’s Board of Directors that are contained in the Company’s minute books and the minute books of the Company’s predecessors, that are in your possession;
(6)	The Plan; and
(7)	The stock records, including stock ledger, for the Company that the Company has provided or confirmed to us (consisting of a certificate from the Company of even date herewith verifying the number of the Company’s issued and outstanding shares of capital stock as of the date hereof and a list of option and warrant holders respecting the Company’s capital stock and of any conversion privileges or rights to purchase capital

SuccessFactors, Inc.
May 6, 2009
Page 2

stock that has been prepared by the Company verifying the number of such issued and outstanding securities).

     In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any shares of Stock, the Registration Statement will be effective under the Securities Act, that the registration will apply to such shares of Stock and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.

     In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the certificates representing the Stock have been, or will be when issued, properly signed by authorized officers of the Company or their agents, or if the Stock is issued in book entry form, the transfer agent and registrar for the Stock will appropriately register such issuance in the books and records of the Company and issue an appropriate account statement evidencing the Stock credited to the recipient’s account.

     As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

     We are admitted to practice law in the State of California, and we render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

     Based upon the foregoing, it is our opinion that 2,000,000 shares of Stock, that may be issued and sold by the Company upon the (a) exercise of stock options to be granted under the 2007 EIP, (b) granting by the Company of restricted stock, restricted stock units, performance shares or stock bonuses under the 2007 EIP and (c) vesting of stock appreciation rights granted by the Company under the 2007 EIP, when issued, sold and delivered in accordance with the Plan and purchase agreements to be entered into thereunder will be validly issued, fully paid and nonassessable.

SuccessFactors, Inc.
May 6, 2009
Page 3

     We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the Prospectuses constituting a part thereof and any amendments thereto. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP
 

/s/ Fenwick & West LLP  

EX-23.1

Exhibit 23.1

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2007 Equity Incentive Plan of SuccessFactors, Inc., of our reports dated February 26, 2009, with respect to the consolidated financial statements of SuccessFactors, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2008, and the effectiveness of internal control over financial reporting of SuccessFactors, Inc. filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP  

San Francisco, California
May 6, 2009