As filed with the Securities and Exchange Commission on October 8, 2021
Registration No. 333-254732
Registration No. 333-237446
Registration No. 333-230638
Registration No. 333-229169
Registration No. 333-224134
Registration No. 333-217522
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-254732
FORM S-8 REGISTRATION STATEMENT NO. 333-237446
FORM S-8 REGISTRATION STATEMENT NO. 333-230638
FORM S-8 REGISTRATION STATEMENT NO. 333-229169
FORM S-8 REGISTRATION STATEMENT NO. 333-224134
FORM S-8 REGISTRATION STATEMENT NO. 333-217522
UNDER THE SECURITIES ACT OF 1933
CLOUDERA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2922329 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Cloudera, Inc.
5470 Great America Parkway
Santa Clara, CA 95054
Telephone Number: (650) 362-0488
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
2008 Equity Incentive Plan
Gazzang 2008 Stock Purchase and Option Plan
2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan
Options to purchase stock granted under the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan, options to purchase stock granted under the Hortonworks, Inc. 2011 Stock Option and Grant Plan and restricted stock units granted under the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan, and assumed by the Registrant
(Full title of the plans)
Cloudera, Inc.
5470 Great America Parkway
Santa Clara, CA 95054]
Telephone Number: (650) 362-0488
(Name, address, including zip code, and telephone number, including area code, 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. (Check one).
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective Amendment”) deregisters all shares of Cloudera, Inc., a Delaware corporation (the “Registrant”), common stock, par value $0.00005 per share (“Shares”), and any other securities remaining unissued, under the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):
| • | Registration Statement on Form S-8 (No. 333-254732), which was filed with the Commission on March 26, 2021, pertaining to the registration of 17,473,243 Shares issuable under the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan. |
| • | Registration Statement on Form S-8 (No. 333-237446), which was filed with the Commission on March 27, 2020, pertaining to the registration of 17,710,065 Shares issuable under the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan. |
| • | Registration Statement on Form S-8 (No. 333-230638), which was filed with the Commission on March 29, 2019, pertaining to the registration of 16,129,117 Shares issuable under the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan. |
| • | Registration Statement on Form S-8 (No. 333-229169), which was filed with the Commission on January 9, 2019, pertaining to the registration of 10,837,285 Shares issuable under the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan and the Hortonworks, Inc. 2011 Stock Option and Grant Plan. |
| • | Registration Statement on Form S-8 (No. 333-224134), which was filed with the Commission on April 4, 2018, pertaining to the registration of 8,719,620 Shares issuable under the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan. |
| • | Registration Statement on Form S-8 (No. 333-217522), which was filed with the Commission on April 28, 2017, pertaining to the registration of 79,528,400 Shares issuable under the 2008 Equity Incentive Plan, the Gazzang 2008 Stock Purchase and Option Plan, the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan. |
On June 1, 2021, the Registrant entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Sky Parent Inc. (“Parent”) and Project Sky Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, effective October 8, 2021, Merger Sub merged with and into the Registrant with the Registrant surviving the merger as a wholly-owned subsidiary of Parent.
As a result of the completion of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statement as of the date hereof.
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 this Post-Effective Amendment 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 this 8th day of October, 2021.
| Cloudera, Inc. | ||
| By: | /s/ Robert Bearden | |
| Name: | Robert Bearden | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statements on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated below.
| Signature |
Title |
Date | ||
| /s/ Robert Bearden |
Chief Executive Officer and Director (Principal Executive Officer) |
October 8, 2021 | ||
| Robert Bearden | ||||
| /s/ Kevin Cook |
Chief Financial Officer (Principal Financial Officer) |
October 8, 2021 | ||
| Kevin Cook | ||||
| /s/ Scott Reasoner |
Chief Accounting Officer (Principal Accounting Officer) |
October 8, 2021 | ||
| Scott Reasoner | ||||
| /s/ David Howard |
Director | October 8, 2021 | ||
| David Howard | ||||