As filed with the Securities and Exchange Commission on July 22, 2009
Registration Statement No. 333-138018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SumTotal Systems, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 42-1607228 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1808 North Shoreline Boulevard
Mountain View, California 94043
(Address of principal executive offices) (Zip Code)
SumTotal Systems, Inc. 2004 Equity Incentive Plan
(Full Title of the Plan)
Neil Laird
Chief Financial Officer
SumTotal Systems, Inc.
1808 North Shoreline Boulevard
Mountain View, California 94043
(650) 934-9500
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
John L. Savva, Esq.
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, California 94303
(650) 461-5600
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 | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Explanatory Statement
On October 16, 2006, SumTotal Systems, Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-138018) (the “Registration Statement”), which registered 1,500,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reserved for issuance under the SumTotal Systems, Inc. 2004 Equity Incentive Plan (the “Plan”). This Post-Effective Amendment No. 1 is being filed to remove from registration all authorized shares of Common Stock reserved for issuance under the Plan that have not yet been issued under the Registration Statement.
On July 21, 2009, pursuant to the Agreement and Plan of Merger, dated as of May 26, 2009, among the Registrant, Amber Holding Inc., a Delaware corporation (“Newco”), and Amber Acquisition Inc., a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant being the surviving entity and becoming a wholly-owned subsidiary of Newco. As a result of the Merger, each outstanding share of Common Stock (other than shares of Common Stock owned by the Registrant, Newco, Merger Sub and Vista Equity Partners Fund III, L.P. and its affiliates immediately prior to the Merger), was cancelled and extinguished and converted into the right to receive $4.85 in cash, without interest and less any applicable withholding tax.
Accordingly, the Registrant hereby removes from registration the shares of Common Stock that have not been and will not be issued under the Plan. Upon effectiveness hereof, no shares of Common Stock remain registered under the Registration Statement for issuance under the Plan.
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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, in the State of California on July 22, 2009.
SUMTOTAL SYSTEMS, INC. | ||
By: | /s/ BARBARA D. STINNETT | |
Barbara D. Stinnett | ||
President | ||
(Principal Executive Officer) |
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.
Signature | Title | Date | ||
/S/ BARBARA D. STINNETT Barbara D. Stinnett | President (Principal Executive Officer) and Director | July 22, 2009 | ||
/S/ NEIL LAIRD Neil Laird | Chief Financial Officer (Principal Financial Officer and Accounting Officer) | July 22, 2009 | ||
/S/ BRIAN N. SHETH Brian N. Sheth | Director | July 22, 2009 | ||
/S/ MARTIN A. TAYLOR Martin A. Taylor | Director | July 22, 2009 | ||
/S/ ROBERT B. ROGERS Robert B. Rogers | Director | July 22, 2009 | ||
/S/ VINCE L. BURKETT Vince L. Burkett | Director | July 22, 2009 |