Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 26 2015 - 6:01AM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on June 26, 2015 |
Registration No. 333-205225
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| UNITED STATES | |
SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 | |
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POST-EFFECTIVE AMENDMENT NO. 1 |
| TO | |
| FORM S-8 | |
REGISTRATION STATEMENT |
UNDER
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THE SECURITIES ACT OF 1933 |
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ADOBE SYSTEMS INCORPORATED
(Exact name of registrant as specified in its charter)
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Delaware | | 77-0019522 |
(State of incorporation) | | (I.R.S. Employer Identification No.) |
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| 345 Park Avenue San Jose, California 95110 (408) 536-6000 | |
(Address, including zip code, and telephone number, including area code, of principal executive offices) |
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Adobe Systems Incorporated 2003 Equity Incentive Plan, as amended |
| (Full title of the plan) | |
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Mark Garrett Executive Vice President and Chief Financial Officer Adobe Systems Incorporated 345 Park Avenue San Jose, California 95110 (408) 536-6000 |
(Name, address and telephone number, including area code, of agent for service) |
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| With a copy to: | |
| Justin Judd, Esq. Adobe Systems Incorporated 3900 North Adobe Way Lehi, Utah 84043 (408) 536-6000 | |
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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 þ | Accelerated filer o |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
EXPLANATORY NOTE
On June 25, 2015, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-205225) (the "Form S-8") registering 10,000,000 shares of the Registrant's common stock, par value $.0001 per share, to be issued under Registrant's 2003 Equity Incentive Plan, as amended. The Registrant is amending the Form S-8 solely to correct a clerical error in Item 8 and the Index to Exhibits, which inadvertently omitted certain exhibits to be incorporated by reference. Item 8 of the Form S-8 and the corresponding Index to Exhibits are hereby amended in their entirety as follows:
Item 8. Exhibits
Index to Exhibits
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Exhibit Number | | Description | | Form | | Filing Date | | Exhibit Number | | SEC File No. | | Filed Herewith |
4.1 | | Restated Certificate of Incorporation of Adobe Systems Incorporated | | 8-K | | 04/26/11 | | 3.3 | | 000-15175 | | |
4.2 | | Amended and Restated Bylaws | | 8-K | | 10/30/12 | | 3.1 | | 000-15175 | | |
4.3 | | Specimen Common Stock Certificate | | 10-Q | | 06/25/14 | | 4.1 | | 000-15175 | | |
5.1 | | Opinion of Counsel | | S-8 | | 06/25/15 | | 5.1 | | 333-205225 | | |
23.1 | | Consent of KPMG LLP, Independent Registered Public Accounting Firm | | S-8 | | 06/25/15 | | 23.1 | | 333-205225 | | |
23.2 | | Consent of Counsel, contained within Exhibit 5.1 to the Registration Statement | | S-8 | | 06/25/15 | | 5.1 | | 333-205225 | | |
24.1 | | Power of Attorney is contained on the signature page of the Registration Statement | | S-8 | | 06/25/15 | | 24.1 | | 333-205225 | | |
99.1 | | 2003 Equity Incentive Plan, as amended | | 8-K | | 04/10/15 | | 10.1 | | 000-15175 | | |
99.2 | | Form of Stock Option Agreement used in connection with the 2003 Equity Incentive Plan | | 8-K | | 12/20/10 | | 99.4 | | 000-15175 | | |
99.3 | | Form of RSU Grant Notice and Award Agreement pursuant to the 2003 Equity Incentive Plan | | 8-K | | 1/28/15 | | 10.6 | | 000-15175 | | |
99.4 | | Form of Restricted Stock Agreement used in connection with the 2003 Equity Incentive Plan | | 10-Q | | 10/7/04 | | 10.11 | | 000-15175 | | |
99.5 | | 2013 Performance Share Program pursuant to the 2003 Equity Incentive Plan | | 8-K | | 1/28/13 | | 10.2 | | 000-15175 | | |
99.6 | | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2013 Performance Share Program) | | 8-K | | 1/28/13 | | 10.3 | | 000-15175 | | |
99.7 | | 2014 Performance Share Program pursuant to the 2003 Equity Incentive Plan | | 8-K | | 1/29/14 | | 10.2 | | 000-15175 | | |
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99.8 | | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2014 Performance Share Program) | | 8-K | | 1/29/14 | | 10.3 | | 000-15175 | | |
99.9 | | 2015 Performance Share Program pursuant to the 2003 Equity Incentive Plan | | 8-K | | 1/28/15 | | 10.2 | | 000-15175 | | |
99.10 | | Form of Performance Share Award Grant Notice and Performance Share Award Agreement pursuant to the 2003 Equity Incentive Plan (applicable to the 2015 Performance Share Program) | | 8-K | | 1/28/15 | | 10.3 | | 000-15175 | | |
99.11 | | Form of Director Initial Grant Restricted Stock Unit Award Agreement used in connection with the 2003 Equity Incentive Plan | | 8-K | | 12/20/10 | | 99.6 | | 000-15175 | | |
99.12 | | Form of Director Annual Grant Restricted Stock Unit Award Agreement used in connection with the 2003 Equity Incentive Plan | | 8-K | | 12/20/10 | | 99.7 | | 000-15175 | | |
99.13 | | Form of Director Annual Grant Stock Option Agreement used in connection with the 2003 Equity Incentive Plan | | 8-K | | 12/20/10 | | 99.8 | | 000-15175 | | |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on June 26, 2015.
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ADOBE SYSTEMS INCORPORATED |
By: | /s/ Mark Garrett |
| Mark Garrett |
| Executive Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed on June 26, 2015, by the following persons in the capacities indicated.
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Signature | | Title |
* | | Chairman of the Board |
John E. Warnock |
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* | | Chairman of the Board |
Charles M. Geschke |
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* | | President and Chief Executive Officer and Director (Principal Executive Officer) |
Shantanu Narayen |
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* | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
Mark S. Garrett |
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* | | Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer) |
Richard T. Rowley |
* | | Director |
Amy L. Banse |
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* | | Director |
Kelly J. Barlow |
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* | | Director |
Edward W. Barnholt |
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* | | Director |
Robert K. Burgess |
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* | | Director |
Frank A. Calderoni |
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* | | Director |
Michael R. Cannon |
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* | | Director |
James E. Daley |
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* | | Director |
Laura B. Desmond |
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* | | Director |
Daniel L. Rosensweig |
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* | | Director |
Robert Sedgewick |
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* By: /s/ Mark Garrett
Mark Garrett, as Attorney-in-Fact
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