BBBB Blackboard (MM)

As filed with the Securities and Exchange Commission on August 9, 2010

     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)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		52-2081178 (I.R.S. Employer Identification No.)

650 Massachusetts Ave, NW Washington, DC (Address of Principal Executive Offices)		20001 ( Zip Code)

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.

CALCULATION OF REGISTRATION FEE

Proposed

Proposed

Maximum

Maximum

Title of Securities

Amount to be

Offering Price Per

Aggregate

Amount of

to be Registered

Registered(1)

Share

Offering Price

Registration Fee

Common Stock, $0.01 par value per share

1,500,000 shares

$

38.43

(2)

$

57,645,000

(2)

$

4,110.09

 

 

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 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 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; 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; on June 13, 2008, the Registrant filed a Registration Statement on Form S-8 (File No. 333-151652) relating to the Registrant’s Amended and Restated 2004 Stock Incentive Plan, as amended; and on June 23, 2009, the Registrant filed a Registration Statement on Form S-8 (File No. 333-160172) 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 64,750 shares of the Registrant’s common stock and options to purchase an additional 144,586 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 9th day of August, 2010.

POWER OF ATTORNEY AND SIGNATURES

     We, the undersigned officers and directors of Blackboard Inc., hereby severally constitute and appoint Michael L. Chasen, John E. Kinzer 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)		August 9, 2010
/s/ John E. Kinzer   John E. Kinzer		Chief Financial Officer (Principal Financial Officer)		August 9, 2010
/s/ Jonathan R. Walsh   Jonathan R. Walsh		Vice President, Finance and Accounting (Principal Accounting Officer)		August 9, 2010
/s/ Matthew L. Pittinsky   Matthew L. Pittinsky		Chairman of the Board of Directors		August 9, 2010
/s/ Joseph L. Cowan   Joseph L. Cowan		Director		August 9, 2010
/s/ Frank R. Gatti   Frank R. Gatti		Director		August 9, 2010
/s/ Thomas Kalinske   Thomas Kalinske		Director		August 9, 2010
/s/ Beth Kaplan   Beth Kaplan		Director		August 9, 2010
/s/ E. Rogers Novak, Jr.   E. Rogers Novak, Jr.		Director		August 9, 2010
/s/ William Raduchel   William Raduchel		Director		August 9, 2010

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
23.3		Consent of Hughes Pittman & Gupton, LLP, Independent Auditors
24.1		Power of attorney (included on the signature pages of this registration statement)
99.1(2)		Amended and Restated 2004 Stock Incentive Plan, as amended as of June 4, 2010

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