POS AM 1 dposam.htm POST EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 Post Effective Amendment No. 2 to Form S-1

As filed with the Securities and Exchange Commission on July 13, 2005

Registration No. 333-115812


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Post-Effective Amendment No. 2 to

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 


 

TARANTELLA, INC.

(Exact name of Registrant as specified in its charter)

 


 

California   3577   94-2549086

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

Tarantella, Inc.

100 Albright Way, Suite D

Los Gatos, California 95032

(408) 341-7222

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 


 

John M. Greeley

Chief Financial Officer

Tarantella, Inc.

100 Albright Way, Suite D

Los Gatos, California 95032

(408) 341-7222

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 


 

Copies to:

 

Legal Department

Tarantella, Inc.

100 Albright Way, Suite D

Los Gatos, California 95032

(408) 341-7222

 

Michael Danaher

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California 94304-1050

(650) 493-9300

 


 

The Registration Fee was previously calculated and paid in connection with the filing of the Registration Statement on May 24, 2004.

 

No Exhibits are filed with this Post-Effective Amendment.

 



EXPLANATORY NOTE

 

Tarantella, Inc. hereby amends its Registration Statement on Form S-1 (No. 333-115812) (the “Registration Statement”) relating to the registration of 24,085,891 shares of common stock to permit resale by certain Selling Shareholders named therein, by filing this Post-Effective Amendment No. 1 (this “Amendment”). The Registration Statement was declared effective on August 13, 2004. This Amendment is being filed to deregister all the shares of common stock which remain unsold under the Registration Statement.


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 2 to registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Gatos, County of Santa Clara, State of California, on the 13th day of July, 2005.

 

TARANTELLA, Inc.

By:   /s/    FRANCIS E. WILDE        
    Francis E. Wilde
    (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

 

  Signature  


  

Title


 

 Date 


/s/    FRANCIS E. WILDE        


Francis E. Wilde

  

President, Chief Executive Officer and Director
(Principal Executive Officer)

  July 13, 2005

/s/    JOHN M. GREELEY        


John M. Greeley

  

Vice President and Chief Financial Officer
(Principal Financial Officer)

  July 13, 2005

/s/    ROBERT MORLEY        


Robert Morley

  

Vice President and Corporate Controller
(Principal Accounting Officer)

  July 13, 2005

*


Alok Mohan

  

Director

  July 13, 2005

*


Douglas Michels

  

Director

  July 13, 2005

*


Gilbert Williamson

  

Director

  July 13, 2005

*


Ronald Lachman

  

Director

  July 13, 2005

*


Bruce Ryan

  

Director

  July 13, 2005

*


Ninian Eadie

  

Director

  July 13, 2005


* By:   /s/    JOHN M. GREELEY        
    John M. Greeley
    Attorney-in-Fact