BBBB Blackboard (MM)

As filed with the Securities and Exchange Commission on June 13, 2008

Registration No. 333-_____

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

BLACKBOARD INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		52-2081178 (I.R.S. Employer Identification No.)
1899 L Street, N.W. Washington, DC (Address of Principal Executive Offices)		20036 ( Zip Code)

Amended and Restated 2004 Stock Incentive Plan
(Full Title of the Plan)

Michael L. Chasen
Chief Executive Officer
1899 L Street, N.W.
Washington, DC 20036
(Name and Address of Agent For Service)
(202) 463-4860
(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 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):

CALCULATION OF REGISTRATION FEE

Proposed

Maximum

Proposed Maximum

Title of Securities

Amount to be

Offering Price Per

Aggregate Offering

Amount of

to be Registered

Registered(1)

Share

Price

Registration Fee

Common Stock, $0.01 par value per share

2,900,000 shares

$37.67(2)

$109,243,000(2)

$4,293.25

 

 

Statement of Incorporation by Reference

     On June 18, 2004, Blackboard Inc. (the “Registrant”) filed a Registration Statement on Form S-8 (File No. 333-116612) relating to the Registrant’s 2004 Stock Incentive Plan; on June 13, 2005, the Registrant filed a Registration Statement on Form S-8 (File No. 333-125777) relating to the Registrant’s Amended and Restated 2004 Stock Incentive Plan; on July 24, 2006, the Registrant filed a Registration Statement on Form S-8 (File No. 333-135995) relating to the Registrant’s Amended and Restated 2004 Stock Incentive Plan, as amended; and on June 15, 2007, the Registrant filed a Registration Statement on Form S-8 (File No. 333-143797) relating to the Registrant’s Amended and Restated 2004 Stock Incentive Plan, as amended (collectively, the “Prior Registration Statements”). This Registration Statement on Form S-8 relating to the Amended and Restated 2004 Stock Incentive Plan, as amended, of the Registrant incorporates by reference the contents of the Prior Registration Statements, except for the information required by Items 5 and 8, which is contained below.

           Item 5. Interests of Named Experts and Counsel.

          Matthew H. Small, Esq., the Registrant’s General Counsel, has opined as to the legality of the securities being offered by this registration statement. Mr. Small is the holder of 10,000 shares of the Registrant’s common stock and options to purchase an additional 238,194 shares of the Registrant’s common stock.

           Item 8. Exhibits.

          The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on this 13th day of June, 2008.

POWER OF ATTORNEY AND SIGNATURES

          We, the undersigned officers and directors of Blackboard Inc., hereby severally constitute and appoint Michael L. Chasen, Michael J. Beach and Matthew H. Small, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Blackboard Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

          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/ Michael L. Chasen   Michael L. Chasen		Chief Executive Officer, President and Director (Principal Executive Officer)		June 13, 2008
/S/ Michael J. Beach   Michael J. Beach		Chief Financial Officer (Principal Financial Officer)		June 13, 2008
/S/ Jonathan R. Walsh   Jonathan R. Walsh		Vice President, Finance and Accounting (Principal Accounting Officer)		June 13, 2008

Signature		Title		Date
/S/ Matthew L. Pittinsky   Matthew L. Pittinsky		Chairman of the Board of Directors		June 13, 2008
/S/ Joseph L. Cowan   Joseph L. Cowan		Director		June 13, 2008
/S/ Frank R. Gatti   Frank R. Gatti		Director		June 13, 2008
/S/ Thomas Kalinske   Thomas Kalinske		Director		June 13, 2008
/S/ Beth Kaplan   Beth Kaplan		Director		June 13, 2008
/S/ E. Rogers Novak, Jr.   E. Rogers Novak, Jr.		Director		June 13, 2008
/S/ William Raduchel   William Raduchel		Director		June 13, 2008

EXHIBIT INDEX

Number		Description
4.1(1)		Fourth Restated Certificate of Incorporation of the Registrant
4.2(1)		Amended and Restated By-Laws of the Registrant
5.1		Opinion of Matthew H. Small, counsel to the Registrant
23.1		Consent of Matthew H. Small (included in Exhibit 5.1)
23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
24.1		Power of attorney (included on the signature pages of this registration statement)

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