Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on February 8, 2013

Registration No. 333-183072

 

 

 

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

 

 

Eloqua, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware		1921 Gallows Road, Suite 200 Vienna, VA 22182 [phone]		98-0551177
(State or Other Jurisdiction of Incorporation or Organization)		(Address of Principal Executive Offices)		(I.R.S. Employer Identification Number)

2006 Stock Option Plan

2012 Stock Option and Incentive Plan

2012 Employee Stock Purchase Plan

(Full Title of the Plan)

Dorian Daley

President

Eloqua, Inc.

1921 Gallows Road, Suite 200

Vienna, VA 22182

[phone]

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

 

 

Copy To:

Keith Flaum

Weil, Gotshal & Manges LLP

201 Redwood Shores Parkway

Redwood City, CA 94065

[phone]

 

 

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		¨		Accelerated filer		¨
Non-accelerated filer		x   (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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DEREGISTRATION OF COMMON STOCK

On August 3, 2012, Eloqua, Inc. (the “Registrant”) filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-8, Registration No. 333-183072 (the “Registration Statement”), for the sale of 12,092,730 shares of the common stock, par value $0.0001 per share (the “Common Stock”), of the Registrant under the Registrant’s 2006 Stock Option Plan, 2012 Stock Option and Incentive Plan, and 2012 Employee Stock Purchase Plan.

On February 8, 2013, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 19, 2012, by and among the Registrant, Oracle Corporation, OC Acquisition LLC, a wholly-owned subsidiary of Oracle Corporation, and Esperanza Acquisition Corporation, a wholly-owned subsidiary of OC Acquisition LLC, Esperanza Acquisition Corporation merged with and into the Registrant, and the Registrant became an indirect wholly-owned subsidiary of Oracle Corporation (the “Merger”). As a result of the Merger, the offerings pursuant to the Registration Statement have 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 offerings, 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 8th day of February, 2013.

 

ELOQUA, INC.
By:		/s/ Dorian Daley
		Name:		Dorian Daley
		Title:		President

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/ Dorian Daley		President		February 8, 2013
Dorian Daley		(Principal Executive Officer)
/s/ Eric Ball		Treasurer		February 8, 2013
Eric Ball		(Principal Financial and Accounting Officer)
/s/ Brian Higgins		Director		February 8, 2013
Brian Higgins