Delaware | 37-1434895 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Securities | Amount to be | Offering | Aggregate | Amount of | ||||||||||
to be Registered | Registered(1) | Price Per Share(2) | Offering Price(2) | Registration Fee | ||||||||||
Common Stock, par value $0.001 per share |
1,742,121 shares | $16.43 | $28,623,048.03 | $2,040.82 | ||||||||||
(1) | Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrants common stock. | |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants common stock as reported on The New York Stock Exchange on March 4, 2010, in accordance with Rule 457(c) of the Securities Act. |
The chart below details the calculation of the registration fee: |
Number of | Offering Price | |||||||||||
Title of Securities to be Registered(1) | Shares | Per Share(2) | Aggregate Offering Price | |||||||||
Common Stock, par value $0.001 per share,
reserved for future issuance under the
2007 Equity Incentive Plan |
1,266,997 | $ | 16.43 | $ | 20,816,760.71 | |||||||
Common Stock, par value $0.001 per share,
reserved for future issuance under the
2007 Employee Stock Purchase Plan |
475,124 | $ | 16.43 | $ | 7,806,287.32 | |||||||
Total |
1,742,121 | |||||||||||
Proposed Maximum Aggregate Offering Price |
$ | 28,623,048.03 | ||||||||||
Registration Fee |
$ | 2,040.82 | ||||||||||
2
Exhibit | |||
Number | Description | ||
3.1 |
(1) | Amended and Restated Certificate of Incorporation of Compellent Technologies, Inc. | |
3.2 |
(2) | Amended and Restated Bylaws of Compellent Technologies, Inc. | |
4.1
|
(3) | Specimen common stock certificate. | |
4.2
|
Reference is made to Exhibits 3.1 through 3.2 above. | ||
5.1
|
Opinion of Cooley Godward Kronish llp. | ||
23.1
|
Consent of Independent Registered Public Accounting Firm. | ||
23.2
|
Consent of Cooley Godward Kronish llp. Reference is made to Exhibit 5.1. | ||
24.1
|
Power of Attorney. Reference is made to the signature page of this Form S-8. | ||
99.1 |
(2) | 2007 Equity Incentive Plan. | |
99.2 |
(5) | 2007 Employee Stock Purchase Plan. |
(1) | Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K (No. 001-33685), dated October 15, 2007, and filed with the SEC on October 16, 2007, and incorporated herein by reference. | |
(2) | Previously filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, as amended (No. 333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. | |
(3) | Previously filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. | |
(4) | Previously filed as Exhibit 10.5 to the Registrants Registration Statement on Form S-1, as amended (333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. | |
(5) | Previously filed as Exhibit 10.7 to the Registrants Registration Statement on Form S-1, as amended (333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. |
3
Compellent Technologies, Inc. |
||||
By: | /s/ Philip E. Soran | |||
Philip E. Soran | ||||
Chairman of the Board, President and Chief Executive Officer | ||||
Signature | Title | Date | ||
/s/ Philip E. Soran
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |
March 9, 2010 | ||
/s/ John R. Judd
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 9, 2010 | ||
/s/ John P. Guider
|
Chief Operating Officer and Director | March 9, 2010 | ||
/s/ Charles Beeler
|
Director | March 9, 2010 | ||
/s/ Sherman Black
|
Director | March 9, 2010 | ||
/s/ R. David Spreng
|
Director | March 9, 2010 | ||
/s/ Sven A. Wehrwein
|
Director | March 9, 2010 | ||
/s/ Duston M. Williams
|
Director | March 9, 2010 |
Exhibit | |||
Number | Description | ||
3.1 |
(1) | Amended and Restated Certificate of Incorporation of Compellent Technologies, Inc. | |
3.2 |
(2) | Amended and Restated Bylaws of Compellent Technologies, Inc. | |
4.1 |
(3) | Specimen common stock certificate. | |
4.2
|
Reference is made to Exhibits 3.1 through 3.2 above. | ||
5.1
|
Opinion of Cooley Godward Kronish llp. | ||
23.1
|
Consent of Independent Registered Public Accounting Firm. | ||
23.2
|
Consent of Cooley Godward Kronish llp. Reference is made to Exhibit 5.1. | ||
24.1
|
Power of Attorney. Reference is made to the signature page of this Form S-8. | ||
99.1 |
(4) | 2007 Equity Incentive Plan. | |
99.2 |
(5) | 2007 Employee Stock Purchase Plan. |
(1) | Filed as Exhibit 3.1 to the Registrants Current Report on Form 8-K (No. 001-33685), dated October 15, 2007, and filed with the SEC on October 16, 2007, and incorporated herein by reference. | |
(2) | Previously filed as Exhibit 3.4 to the Registrants Registration Statement on Form S-1, as amended (No. 333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. | |
(3) | Previously filed as Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. | |
(4) | Previously filed as Exhibit 10.5 to the Registrants Registration Statement on Form S-1, as amended (333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. | |
(5) | Previously filed as Exhibit 10.7 to the Registrants Registration Statement on Form S-1, as amended (333-144255), originally filed with the SEC on July 2, 2007, and incorporated by reference herein. |