Post-effective Amendment to an S-8 Filing (s-8 Pos)
October 08 2013 - 4:25PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on October 8, 2013
Registration No. 333-166580
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8 REGISTRATION STATEMENT NO. 333-166580
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SOURCEFIRE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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52-2289365
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(State or other jurisdiction of
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(I.R.S. Employer
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Incorporation or organization)
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Identification No.)
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9770 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 290-1616
(Address of principal executive offices)
Sourcefire, Inc. 2007 Stock Incentive Plan
(Full title of the Plan(s))
Douglas McNitt
Vice
President and Assistant Secretary
Sourcefire, Inc.
9770 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 290-1616
(Name, address, telephone number, including area code, of agent for service)
Copies to:
Thomas J. Knox, Esq.
Lawrence R. Bard, Esq.
Morrison & Foerster LLP
1650 Tysons Blvd., Suite 400
McLean, Virginia 22102
(703) 760-7700
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 (Check one):
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Large accelerated filer
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x
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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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EXPLANATORY NOTE / DEREGISTRATION OF UNSOLD SECURITIES
Sourcefire, Inc. (the
Company
) is filing this Post-Effective Amendment No. 1 to the following registration statement on Form S-8 to
withdraw and remove from registration the unissued and unsold shares of the Companys common stock, par value $0.001 per share (the
Common Stock
), and any other securities issuable by the company pursuant to the Registration
Statement:
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Registration Statement on Form S-8, File No. 333-166580, filed with the SEC on May 6, 2010, pertaining to the registration of 1,084,682 shares of Common Stock for issuance under the Sourcefire, Inc. 2007 Stock Incentive
Plan
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Effective on October 7, 2013, pursuant to the Agreement and Plan of Merger (the
Merger Agreement
), dated as of
July 22, 2013, by and among the Company, Cisco Systems, Inc., a California corporation (
Parent
), and Shasta Acquisition Corp., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (
Merger
Sub
), the Merger Sub merged with and into the Company, with the Company surviving the merger as an indirect wholly-owned subsidiary of Parent (the
Merger
).
In connection with the Merger, the Company has terminated all offerings of the Companys securities pursuant to the Registration Statement. Accordingly,
pursuant to the undertaking contained in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, the Company is
filing this post-effective amendment to the Registration Statement to deregister all of such securities of the Company registered under the Registration Statement that remain unsold as of the effective time of the Merger, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Columbia, State of
Maryland on October 8, 2013.
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Sourcefire, Inc.
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October 8, 2013
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By:
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/s/ Douglas McNitt
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Name:
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Douglas McNitt
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Title:
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Vice President and Assistant Secretary
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Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance
upon Rule 478 under the Securities Act of 1933, as amended.
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