- Securities Registration: Employee Benefit Plan (S-8)
23 Giugno 2009 - 10:51PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 23, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLACKBOARD INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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52-2081178
(I.R.S. Employer
Identification No.)
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650 Massachusetts Ave, NW
Washington, DC
(Address of Principal Executive Offices)
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20001
(Zip Code)
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Amended and Restated 2004 Stock Incentive Plan
(Full Title of the Plan)
Michael L. Chasen
Chief Executive Officer
650 Massachusetts Ave, NW
Washington, D.C. 20001
(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.
Large accelerated filer
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Accelerated filer
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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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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Securities
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Amount to be
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Offering Price Per
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Aggregate Offering
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Amount of
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to be Registered
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Registered(1)
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Share
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Price
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Registration Fee
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Common Stock, $0.01
par value per share
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1,800,000 shares
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$29.31(2)
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$52,758,000(2)
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$2,943.90
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration
statement shall be deemed to cover any additional securities that may from time to time be
offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h)
of the Securities Act of 1933, as amended, and based upon the average of the high and low
prices of the Registrants Common Stock as reported on the NASDAQ Global Select Market on June
19, 2009.
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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 Registrants 2004 Stock Incentive Plan and the Amended
and Restated Stock Incentive Plan, as amended; on June 13, 2005, the Registrant filed a
Registration Statement on Form S-8 (File No. 333-125777) relating to the Registrants 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 Registrants Amended and Restated 2004 Stock
Incentive Plan, as amended; on June 15, 2007, the Registrant filed a Registration Statement on Form
S-8 (File No. 333-143797) relating to the Registrants Amended and Restated 2004 Stock Incentive
Plan, as amended; and on June 13, 2008, the Registrant filed a Registration Statement on Form S-8
(File No. 333-151652) relating to the Registrants 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 Registrants General Counsel, has opined as to the legality of the
securities being offered by this registration statement. Mr. Small is the holder of 35,000 shares
of the Registrants common stock and options to purchase an additional 263,194 shares of the
Registrants common stock.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
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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-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 23rd day of June, 2009.
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BLACKBOARD INC.
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By:
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/s/ Michael L. Chasen
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Michael L. Chasen
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Chief Executive Officer and President
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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.
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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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June 23, 2009
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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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June 23, 2009
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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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June 23, 2009
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-3-
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Signature
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Title
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Date
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/s/ Matthew L. Pittinsky
Matthew L. Pittinsky
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Chairman of the Board of Directors
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June 23, 2009
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/s/ Joseph L. Cowan
Joseph L. Cowan
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Director
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June 23, 2009
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/s/ Frank R. Gatti
Frank R. Gatti
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Director
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June 23, 2009
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/s/ Thomas Kalinske
Thomas Kalinske
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Director
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June 23, 2009
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/s/ Beth Kaplan
Beth Kaplan
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Director
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June 23, 2009
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/s/ E. Rogers Novak, Jr.
E. Rogers Novak, Jr.
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Director
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June 23, 2009
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/s/ William Raduchel
William Raduchel
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Director
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June 23, 2009
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-4-
EXHIBIT INDEX
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Number
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Description
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4.1(1)
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Fourth Restated Certificate of Incorporation of the Registrant
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4.2(1)
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Amended and Restated By-Laws of the Registrant
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5.1
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Opinion of Matthew H. Small, counsel to the Registrant
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23.1
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Consent of Matthew H. Small
(included in Exhibit 5.1)
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23.2
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Consent of Ernst & Young LLP, Independent Registered Public
Accounting Firm
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23.3
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Consent of BKD, LLP, Independent Accountants
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24.1
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Power of attorney (included on the signature pages of this
registration statement)
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99.1
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Amended and Restated 2004 Stock Incentive Plan, as amended as of
June 4, 2009
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(1)
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Previously filed with the Securities and Exchange Commission on August 8, 2004 as an exhibit
to the Registrants Quarterly Report on Form 10-Q, and incorporated by reference herein.
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