Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 08 2013 - 4:22PM
Edgar (US Regulatory)
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)
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Delaware
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1921 Gallows Road, Suite 200
Vienna, VA 22182
(703) 584-2750
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98-0551177
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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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
(703) 584-2750
(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
(650) 802-3000
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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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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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 Registrants 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.
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.
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ELOQUA, INC.
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By:
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/s/ Dorian Daley
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Name:
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Dorian Daley
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Title:
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President
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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.
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SIGNATURE
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TITLE
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DATE
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/s/ Dorian Daley
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President
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February 8, 2013
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Dorian Daley
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(Principal Executive Officer)
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/s/ Eric Ball
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Treasurer
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February 8, 2013
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Eric Ball
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(Principal Financial and Accounting Officer)
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/s/ Brian Higgins
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Director
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February 8, 2013
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Brian Higgins
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