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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.

23.1

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

23.2

Consent of Fenwick & West LLP (contained in Exhibit 5.1).

24.1

Power of Attorney (included on signature page of this Registration Statement).