As filed with the Securities and Exchange Commission on July 20, 2015
Registration No. 333-183726
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MERU
NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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26-0049840 |
(State or Other Jurisdiction
of Incorporation or Organization) |
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(I.R.S. Employer
Identification No.) |
894 Ross Drive
Sunnyvale, CA 94089
(408) 215-5300
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
John Whittle
General Counsel and Secretary
Meru Networks, Inc.
894
Ross Drive
Sunnyvale, CA 94089
(408) 215-5300
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Jeffrey R. Vetter, Esq.
Andrew Luh, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
(650) 988-8500
Approximate
date of commencement of proposed sale to the public: This post-effective amendment deregisters those shares of common stock that remain unsold hereunder as of the effective date hereof.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ¨
If any of the securities being registered on this form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨¨
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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Accelerated filer |
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x |
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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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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-183726) previously filed by Meru Networks, Inc.,
a Delaware corporation (the Company), filed with the Securities and Exchange Commission (the Commission) on September 5, 2012, as amended by the Amendment No. 1 to Form S-3 filed with the Commission on
October 12, 2012, and the Amendment No.2 to Form 3 filed with the Commission on November 5, 2012 (as amended, the Registration Statement) pertaining to the registration of the Registrants common stock or preferred stock,
debt securities, warrants to purchase common stock, preferred stock or debt securities, subscription rights to purchase common stock, preferred stock or debt securities, and/or units consisting of some or all of these securities, in any combination,
with aggregate offering price not more than $15,000,000 (the Shares).
On July 8, 2015, pursuant to the Agreement and Plan of Merger (the
Merger Agreement), dated as of May 27, 2015, by and among the Company, Fortinet, Inc., a Delaware corporation (Parent), and Malbrouck Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent
(Merger Sub), the Merger Sub merged with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the Merger).
In connection with the Merger, the offering pursuant to the Registration Statement has been terminated. In accordance with an undertaking made by the Company
in the Registration Statement pursuant to Rule 415 to remove from registration, by means of a post-effective amendment, any Shares registered under the Registration Statement that remain unsold at the termination of the offering, the Company hereby
removes from registration all Shares registered but unsold under the Registration Statement.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of
California, on July 20, 2015.
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MERU NETWORKS, INC. |
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By: |
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/s/ John Whittle |
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John Whittle General Counsel and
Secretary |
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