Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 14 2016 - 2:38PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 14, 2016
Registration No. 333-180840
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
INFOBLOX INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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20-0062867
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(State of other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3111 Coronado Drive
Santa Clara, CA 95054
(Address of principal executive offices, including zip code)
2012 Equity Incentive Plan
2012 Employee Stock Purchase Plan
Amended and Restated 2005 Stock Plan
2003 Stock Plan
2000
Stock Option Plan
(Full title of the plans)
Jesper Andersen
President and Chief Executive Officer
Infoblox Inc.
3111
Coronado Drive
Santa Clara, CA 95054
(408) 986-4000
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Sarkis Jebejian
Joshua M. Zachariah
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, NY 10022
(212) 446-4800
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):
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐ (Do not check if smaller reporting company)
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Smaller reporting company
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☐
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the registration statement on Form S-8 (Registration
No. 333-180840)
previously filed by Infoblox Inc., a Delaware corporation (the Company), with the U.S. Securities and Exchange Commission (the SEC) on April 20, 2012 (the
Registration Statement), pertaining to the registration of 18,201,236 shares of common stock, par value $0.0001 per share, of the Company (the Shares) under the Registrants 2012 Equity Incentive Plan, 2012 Employee
Stock Purchase Plan, Amended and Restated 2005 Stock Plan, 2003 Stock Plan and 2000 Stock Option Plan.
On September 16, 2016, the
Company entered into an Agreement and Plan of Merger with Delta Holdco, LLC, a Delaware limited liability company (Parent), and India Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent
(Purchaser), providing for, among other things, the merger of Purchaser with and into the Company with the Company becoming a wholly owned subsidiary of Parent (the Merger) pursuant to Section 251(h) of the Delaware
General Corporation Law. The Merger became effective at 8:35 a.m., New York City Time, on November 7, 2016, pursuant to the Certificate of Merger filed with the Secretary of State of the State of Delaware.
As a result of the Merger, the Company has terminated all offerings of its Shares pursuant to its existing Registration Statement under the
Securities Act of 1933, as amended. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the
offering, the Company hereby removes from registration all Shares registered under the Registration Statement that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant has duly caused this Post-Effective Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on this 14th day of November, 2016.
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INFOBLOX INC.
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/s/ Janesh Moorjani
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By:
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Janesh Moorjani
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Chief Financial Officer
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