Bea Systems Inc - Post-Effective Amendment to an S-8 filing (S-8 POS)

As filed with the Securities and Exchange Commission on April 29, 2008

Registration No. 333-92257

 

 

 

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

 

 

BEA Systems, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		2315 North First Street San Jose, California 95131 [phone]		77-0394711
(State or Other Jurisdiction of				(I.R.S. Employer
Incorporation or Organization)		(Address of Principal Executive Offices)		Identification Number)

 

 

The Theory Center

Amended and Restated 1999 Stock Option/Stock Issuance Plan

(Full Title of the Plan)

 

 

Safra A. Catz

BEA Systems, Inc.

2315 North First Street

San Jose, CA 95131

[phone]

(Name, Address and Telephone Number, including Area Code, of Agent for Service)

 

 

Copy To:

John M. Newell, Esq.

Latham & Watkins LLP

505 Montgomery Street, Suite 2000

San Francisco, California 94111

[phone]

 

 

 

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DEREGISTRATION OF COMMON STOCK

On December 7, 1999, the Registrant filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-92257 (the “Registration Statement”), for the sale of 910,600 shares of the common stock (the “Common Stock”), par value $.001 per share, of the Registrant under The Theory Center Amended and Restated 1999 Stock Option/Stock Issuance Plan.

On April 29, 2008, pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 16, 2008, by and among the Registrant, Oracle Corporation and Bronco Acquisition Corporation, a wholly-owned subsidiary of Oracle Corporation, Bronco Acquisition Corporation merged with and into the Registrant, and the Registrant became a wholly-owned subsidiary of Oracle Corporation. (the “Merger”). As a result of the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the termination of the offering, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.

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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 this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redwood City, State of California, on the 29th day of April, 2008.

 

BEA SYSTEMS, INC.
By:		/s/ Safra A. Catz
Name:		Safra A. Catz
Title:		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Safra A. Catz Safra A. Catz		Chief Executive Officer (Principal Executive Officer)		April 29, 2008
/s/ Eric Ball Eric Ball		Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)		April 29, 2008
/s/ Brady Mickelsen Brady Mickelsen		Director		April 29, 2008