As
Filed with the Securities and Exchange Commission on February 1, 2008
Registration No. 333-148975
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BLACKBOARD INC.
(Exact name of registrant as specified in its charter)
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Delaware
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52-2081178
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1899 L Street, N.W.
Washington, DC 20036
(202) 463-4860
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Michael Chasen
Chief Executive Officer
Blackboard Inc.
1899 L Street, N.W.
Washington, DC 20036
(202) 463-4860
(Names, addresses, including zip codes, and telephone numbers,
including area codes, of agents for service)
Copies to:
Avinash Ganatra
Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019
(212) 259-7540
Approximate date of commencement of proposed sale to the public
: From time to time after the
effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
o
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
x
If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (“Amendment No. 1”) relates to the Automatic Shelf Registration
Statement on Form S-3 of Blackboard Inc. (333-148975) (“Blackboard”), which was filed with the
Securities and Exchange Commission (the “SEC”) on January 31, 2008 (the “Registration Statement”).
This Amendment No. 1 is being filed solely for the purpose of filing Exhibit 5.1 hereto that
replaces and supersedes in its entirety Exhibit 5.1 to the Registration Statement.
Except as described above, no other changes have been made to the Registration Statement or the
Prospectus contained therein and this Amendment No. 1 does not otherwise attempt to update or amend
the information set forth in the Registration Statement or the Prospectus contained therein. This
Post-Effective Amendment No. 1 shall become effective immediately upon filing with the SEC.
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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-3 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 Washington, DC on February 1, 2008.
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BLACKBOARD INC
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By:
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/s/ Michael J. Beach
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Name:
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Michael J. Beach
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Title:
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Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.1 to
the Registration Statement has been signed 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/ Michael L. Chasen*
Michael L. Chasen
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Chief Executive Officer,
President and Director
(Principal Executive Officer)
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February 1, 2008
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/s/ Michael J. Beach
Michael J. Beach
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Chief Financial Officer
(Principal Financial Officer)
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February 1, 2008
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/s/ Jonathan R. Walsh*
Jonathan R. Walsh
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Vice President, Finance and
Accounting (Principal Accounting
Officer)
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February 1, 2008
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/s/ Matthew Pittinsky*
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Chairman of the Board of Directors
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February 1, 2008
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Matthew Pittinsky
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/s/ Joseph L. Cowan*
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Director
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February 1, 2008
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Joseph L. Cowan
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/s/ Frank R. Gatti*
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Director
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February 1, 2008
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Frank R. Gatti
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/s/ Thomas Kalinske*
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Director
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February 1, 2008
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Thomas Kalinske
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/s/ Beth Kaplan*
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Director
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February 1, 2008
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Beth Kaplan
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II-1