- Post-Effective Amendment to an S-8 filing (S-8 POS)
March 18 2009 - 4:38PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 18, 2009
Registration No. 333- 157959
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
Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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91-2143667
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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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2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
(Address of Principal Executive Offices)
2007 Equity Incentive Plan
2007 Employee Stock Purchase Plan
(Full Titles of the Plans)
L. Gregory Ballard
President and Chief Executive Officer
Glu Mobile Inc.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
(650) 532-2400
(Name and Address of Agent For Service)
Copies to:
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Kevin S. Chou, Esq.
Vice President and General Counsel
Glu Mobile Inc.
2207 Bridgepointe Parkway
Suite 250
San Mateo, CA 94404
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David A. Bell, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, CA 94041
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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. (Check one):
Large accelerated filer
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Accelerated filer
þ
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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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EXPLANATORY NOTE
The Registrant files this Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8 (File No. 333-157959) filed with the Securities and Exchange Commission on March 13, 2009 (the
Registration Statement) solely to replace Exhibit 5.01 thereto, in order to correct a
typographical error (which inadvertently overstated the aggregate number of shares being registered
on the Registration Statement by 39).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
(a) Exhibits. The exhibits listed on the Exhibit Index (following the Signatures section of
this Registration Statement) are included, or incorporated by reference, in this 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 on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State
of California, on March 18, 2009.
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GLU MOBILE INC.
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By:
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/s/ L. Gregory Ballard
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L. Gregory Ballard
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No.
1 to the Registration Statement has been signed by the following persons in the capacities and on
the date indicated:
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Signature
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Title
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Date
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/s/ L. Gregory Ballard
L. Gregory Ballard
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President, Chief Executive Officer
and Director
(Principal Executive Officer)
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March 18, 2009
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Senior Vice President and Chief
Financial Officer
(Principal Financial and Accounting Officer)
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March 18, 2009
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Lead Independent Director
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March 18, 2009
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Director
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March 18, 2009
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Director
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March 18, 2009
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Director
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March 18, 2009
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Director
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March 18, 2009
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Director
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March 18, 2009
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Director
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March 18, 2009
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*
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By
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/s/ L. Gregory Ballard
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L. Gregory Ballard, Attorney-In-Fact
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EXHIBIT INDEX
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Incorporated by Reference
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Exhibit
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Filing
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Date
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Herewith
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4.01
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Restated Certificate of Incorporation of Glu Mobile Inc.
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S-1/A
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333-139493
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3.02
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02/14/07
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4.02
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Amended and Restated Bylaws of Glu Mobile Inc.
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8-K
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001-33368
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99.01
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10/28/08
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4.03
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Form of Registrants Common Stock Certificate.
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S-1/A
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333-139493
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4.01
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02/14/07
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4.04
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Amended and Restated Investors Rights Agreement, dated
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S-1
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333-139493
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4.02
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12/19/06
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as of March 29, 2006, by and among Glu Mobile Inc. and
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certain investors of Glu Mobile Inc. and the Amendment
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No. 1 and Joinder to the Amended and Restated Investor
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Rights Agreement dated May 5, 2006, by and among Glu
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Mobile Inc. and certain investors of Glu Mobile Inc.
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4.05
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2007 Equity Incentive Plan and forms of (a) Notice of
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S-1/A
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333-139493
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10.03
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02/16/07
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Stock Option Grant, Stock Option Award Agreement and
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Stock Option Exercise Agreement, (b) Notice of
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Restricted Stock Award and Restricted Stock Agreement,
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(c) Notice of Stock Appreciation Right Award and Stock
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Appreciation Right Award Agreement, (d) Notice of
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Restricted Stock Unit Award and Restricted Stock Unit
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Agreement and (e) Notice of Stock Bonus Award and Stock
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Bonus Agreement.
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4.07
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Forms of Stock Option Award Agreement (Immediately
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10-Q
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001-33368
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10.05
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08/14/08
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Exercisable) and Stock Option Exercise Agreement
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(Immediately Exercisable) under the Glu Mobile Inc.
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2007 Equity Incentive Plan.
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4.06
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2007 Employee Stock Purchase Plan, as amended on
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10-Q
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001-33368
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10.02
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08/14/08
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April 20, 2007.
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4.07
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2007 Employee Stock Purchase Plan, as amended on
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10-K
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001-33368
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10.05
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03/13/09
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January 22, 2009
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5.01
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Opinion of Kevin S. Chou, Esq.
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X
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23.01
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Consent of Kevin S. Chou, Esq. (included in
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S-8
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333-157959
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23.01
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03/13/09
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Exhibit 5.01).
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23.02
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Consent of PricewaterhouseCoopers LLP, independent
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S-8
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333-157959
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23.02
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03/13/09
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registered public accounting firm.
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24.01
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Power of Attorney (included on signature page to the
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S-8
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333-157959
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24.01
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03/13/09
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Registration Statement).
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