As
filed with the Securities and Exchange Commission on October 6, 2010
Registration
No. 333-157750
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
UNICA
CORPORATION
(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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04-3174345
(I.R.S. Employer
Identification No.)
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170 Tracer Lane
Waltham, MA
(Address of Principal Executive Offices)
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02451-1379
(Zip Code)
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2005 Stock Incentive Plan
(Full Title of the Plan)
Yuchun Lee
Chief Executive Officer
Unica Corporation
170 Tracer Lane
Waltham, MA 02451-1379
(Name and Address of Agent For Service)
(781) 839-8000
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Mark G. Borden, Esq.
WilmerHale
60 State Street
Boston, MA 02109
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.
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Large accelerated filer
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Accelerated
filer
þ
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Non-accelerated
filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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Explanatory Note:
Pursuant to a Registration Statement on Form S-8 (File No. 333-157750) (the Registration
Statement), Unica Corporation (the Company) registered shares of its common stock, $.01 par
value per share (the Common Stock), under the Securities Act of 1933, as amended, for offer and
issuance pursuant to the Companys 2005 Stock Incentive Plan (the Plan). On October 5, 2010, the
Company merged with a wholly owned subsidiary of International Business Machines Corporation.
Therefore, pursuant to the Companys undertaking contained in the Registration Statement, this
Post-Effective Amendment No. 1 to the Registration Statement is being filed for the purpose of
deregistering all shares of Common Stock that remain unsold under the Registration Statement.
SIGNATURE
Pursuant to Rule 478 under the Securities Act of 1933, as amended, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements of filing on Form
S-8 and has duly caused this Post-Effective Amendment No. 1 to
the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, the
Commonwealth of Massachusetts on October 6, 2010.
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UNICA CORPORATION
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By:
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/s/ Yuchun Lee
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Yuchun Lee
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Chief Executive Officer, President and Chairman
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