Post-effective Amendment to an S-8 Filing (s-8 Pos)
02 Februar 2018 - 11:23PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 2, 2018
Registration
No. 333-215965
Registration
No. 333-209547
Registration
No. 333-202056
Registration
No. 333-193702
Registration
No. 333-186365
Registration
No. 333-179969
Registration
No. 333-172189
Registration
No. 333-167835
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT NO.
333-215965
FORM
S-8
REGISTRATION STATEMENT NO.
333-209547
FORM
S-8
REGISTRATION STATEMENT NO.
333-202056
FORM
S-8
REGISTRATION STATEMENT NO.
333-193702
FORM
S-8
REGISTRATION STATEMENT NO.
333-186365
FORM
S-8
REGISTRATION STATEMENT NO.
333-179969
FORM
S-8
REGISTRATION STATEMENT NO.
333-172189
FORM
S-8
REGISTRATION STATEMENT NO.
333-167835
UNDER
THE SECURITIES ACT OF 1933
BROADSOFT,
INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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52-2130962
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(State or other Jurisdiction of
Incorporation)
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(IRS Employer
Identification No.)
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9737 Washingtonian Boulevard, Suite 350
Gaithersburg, Maryland 20878
(301)
977-9440
(Address, including ZIP Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
Amended and Restated 2009 Equity Incentive Plan
1999 Stock Incentive Plan, as amended
(Full Title of Plans)
Robert
Salvagno
President and Chief Executive Officer
BroadSoft, Inc.
9737
Washingtonian Boulevard, Suite 350
Gaithersburg, Maryland 20878
(301)
977-9440
(Name, Address, including ZIP Code, and 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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This
Post-Effective Amendment relates to the following Registration Statements filed by BroadSoft, Inc., a Delaware corporation (the Company), on Form
S-8
(collectively, the Registration
Statements):
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Registration Statement
No. 333-215965,
originally filed with the Securities and Exchange Commission (the SEC) on February 8, 2017, which registered the offer
and sale of 1,250,000 shares of the Companys common stock, $0.01 par value per share (Shares) pursuant to the Companys Amended and Restated 2009 Equity Incentive Plan (the 2009 Plan);
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Registration Statement
No. 333-209547,
originally filed with the SEC on February 16, 2016, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009
Plan;
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Registration Statement
No. 333-202056,
originally filed with the SEC on February 12, 2015, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009
Plan;
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Registration Statement
No. 333-193702,
originally filed with the SEC on January 31, 2014, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009
Plan;
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Registration Statement
No. 333-186365,
originally filed with the SEC on January 31, 2013, which registered the offer and sale of 1,250,000 Shares pursuant to the 2009
Plan;
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Registration Statement
No. 333-179969,
originally filed with the SEC on March 7, 2012, which registered the offer and sale of 1,219,787 Shares pursuant to the 2009 Plan;
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Registration Statement
No. 333-172189,
originally filed with the SEC on February 11, 2011, which registered the offer and sale of 1,145,860 Shares pursuant to the 2009
Plan; and
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Registration Statement
No. 333-167835,
originally filed with the SEC on June 28, 2010, which registered the offer and sale of 2,932,699 Shares issuable upon the exercise
of outstanding options granted under the 2009 Plan and the Companys 1999 Stock Incentive Plan, 283,099 Shares issuable upon vesting of restricted stock units granted under the 2009 Plan, and 278,997 Shares reserved for future grant under the
2009 Plan.
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The Company is filing this Post-Effective Amendment to the Registration Statements to withdraw and remove any
unissued and unsold securities issuable by the Company pursuant to the above-referenced Registration Statements.
On February 1,
2018, pursuant to the Agreement and Plan of Merger, dated as of October 20, 2017 (the Agreement), by and among the Company, Cisco Systems, Inc., a California corporation (Cisco), and Brooklyn Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of Cisco (Sub), Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly-owned subsidiary of Cisco.
As a result of the consummation of the transactions contemplated by the Agreement, the Company has terminated all offerings of its securities
pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by the Company in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities
that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all such securities of the Company registered under the Registration Statements that remain
unsold as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly
authorized, in the in the City of San Jose, State of California, on this 2nd day of February 2018. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the Securities Act of
1933, as amended.
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BROADSOFT, INC.
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By:
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/s/ Robert Salvagno
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Name:
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Robert Salvagno
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Title:
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President and Chief Executive Officer
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