Post-effective Amendment to an S-8 Filing (s-8 Pos)
06 Februar 2014 - 10:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 6, 2014
Registration No. 333-182196
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
Responsys, Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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1100 Grundy Lane, 3rd Floor
San Bruno, California 94066
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77-0476820
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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Responsys, Inc.
2012 Employee Stock Purchase Plan
(Full Title of the Plan)
Dorian Daley
President
Responsys, Inc.
1100 Grundy Lane, 3rd Floor
San Bruno, CA 94066
(650) 745-1700
(Name,
Address and Telephone Number, including Area Code, of Agent for Service)
Copy To:
Keith Flaum
Weil, Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood City, CA 94065
(650) 802-3000
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.
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Large accelerated filer
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¨
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Accelerated filer
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x
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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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DEREGISTRATION OF COMMON STOCK
On June 18, 2012, Responsys, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a
registration statement on Form S-8, Registration No. 333-182196 (the “Registration Statement”), for the issuance of 1,500,000 shares of the common stock, par value $0.0001 per share (the “Common Stock”), of the
Registrant under the Registrant’s 2012 Employee Stock Purchase Plan.
On February 6, 2014, pursuant to the terms of the Agreement and Plan of
Merger, dated as of December 20, 2013, by and among the Registrant, Oracle Corporation, OC Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation, and Raptor Oak Acquisition Corporation, a wholly-owned subsidiary of OC Acquisition
LLC, Raptor Oak Acquisition Corporation merged with and into the Registrant, and the Registrant became an indirect wholly-owned subsidiary of Oracle Corporation (the “Merger”). As a result of the Merger, the offerings pursuant to the
Registration Statement have been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the
Registration Statement that remain unsold at the termination of the offerings, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.
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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State
of California, on the 6th day of February, 2014.
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RESPONSYS, INC.
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By:
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/s/ Dorian Daley
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Name:
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Dorian Daley
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Title:
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President
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Dorian Daley
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President and Director
(Principal Executive Officer)
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February 6, 2014
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Dorian Daley
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/s/ Eric Ball
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Treasurer
(Principal Financial and Accounting Officer)
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February 6, 2014
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Eric Ball
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