Post-effective Amendment to an S-8 Filing (s-8 Pos)
December 27 2017 - 3:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on December 27, 2017
Registration
No. 333-215888
Registration
No. 333-209695
Registration
No. 333-202629
Registration
No. 333-194594
Registration
No. 333-189245
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form
S-8
Registration Statement
No. 333-215888
Form
S-8
Registration Statement
No. 333-209695
Form
S-8
Registration Statement
No. 333-202629
Form
S-8
Registration Statement
No. 333-194594
Form
S-8
Registration Statement
No. 333-189245
UNDER
THE SECURITIES ACT OF 1933
Gigamon Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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26-3963351
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3300 Olcott Street
Santa Clara, California 95054
(Address of Principal Executive Offices) (Zip Code)
Gigamon LLC
2012 Unit Option Plan
Gigamon Inc. 2013 Equity Incentive Plan
Gigamon Inc. 2013 Employee Stock Purchase Plan
(Full title of the plan)
Paul A.
Hooper
Chief Executive Officer
Gigamon Inc.
3300 Olcott
Street
Santa Clara, California 95054
(Name and address of agent for service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company and emerging growth company in Rule
12b-2
of the Exchange Act.
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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 a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments, filed by Gigamon Inc. (the Company), relate to the following Registration Statements filed by the
Company on Form
S-8
(collectively, the Registration Statements):
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Registration Statement
No. 333-215888,
originally filed with the U.S. Securities and Exchange Commission (the SEC) on February 3, 2017, pertaining to the
registration of 1,464,740 shares of the common stock of the Company, par value $0.0001 per share (Common Stock) reserved for issuance pursuant to the Gigamon Inc. 2013 Equity Incentive Plan and 439,422 shares of Common Stock reserved for
issuance pursuant to the Gigamon Inc. 2013 Employee Stock Purchase Plan;
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Registration Statement
No. 333-209695,
originally filed with the SEC on February 24, 2016, pertaining to the registration of 1,464,740 shares of Common Stock reserved
for issuance pursuant to the Gigamon Inc. 2013 Equity Incentive Plan and 439,422 shares of Common Stock reserved for issuance pursuant to the Gigamon Inc. 2013 Employee Stock Purchase Plan;
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Registration Statement
No. 333-202629,
originally filed with the SEC on March 10, 2015, pertaining to the registration of 1,464,740 shares of Common Stock reserved for
issuance pursuant to the Gigamon Inc. 2013 Equity Incentive Plan and 439,422 shares of Common Stock reserved for issuance pursuant to the Gigamon Inc. 2013 Employee Stock Purchase Plan;
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Registration Statement
No. 333-194594,
originally filed with the SEC on March 14, 2014, pertaining to the registration of 1,464,740 shares of Common Stock reserved for
issuance pursuant to the Gigamon Inc. 2013 Equity Incentive Plan and 439,422 shares of Common Stock reserved for issuance pursuant to the Gigamon Inc. 2013 Employee Stock Purchase Plan; and
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Registration Statement
No. 333-189245,
originally filed with the SEC on June 12, 2013, pertaining to the registration of 3,462,189 shares of Common Stock reserved for
issuance pursuant to the Gigamon Inc. 2013 Equity Incentive Plan, 439,422 shares of Common Stock reserved for issuance pursuant to the Gigamon Inc. 2013 Employee Stock Purchase Plan, and 4,434,464 shares of Common Stock reserved for issuance
pursuant to the Gigamon LLC 2012 Unit Option Plan.
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The Company has terminated all offerings of its securities pursuant to the Registration
Statements. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statements is being filed for the purpose of removing from registration all Common Stock of the Company that remain unsold as of the date hereof, if any, and
terminates the effectiveness of the Registration Statements.
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 on Form
S-8
and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Santa Clara, State of California, on December 27, 2017.
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GIGAMON INC.
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By:
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/s/ Paul A. Hooper
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Paul A. Hooper
Chief Executive
Officer
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*
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Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
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