As filed with the Securities and Exchange Commission on August 18, 2008 Registration No. 333-

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

COMPELLENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		37-1434895
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(Address of principal executive offices and zip code)

(Full title of the plans)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark P. Tanoury, Esq.
John T. McKenna, Esq.
Nicole C. Brookshire, Esq.
Cooley Godward Kronish llp
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000

 

Indicate by a 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 o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

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

1,682,640 shares

$ 12.93

$ 21,756,535.20

$ 855.03

$0.001 per share

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			1,223,738			$	12.93			$	15,822,932.34
Common Stock, par value $0.001 per share, reserved for future issuance under the 2007 Employee Stock Purchase Plan			458,902			$	12.93			$	5,933,602.86
Total			1,682,640								—
Proposed Maximum Aggregate Offering Price										$	21,756,535.20
Registration Fee										$	855.03

 

 

EXPLANATORY NOTE

     This Registration Statement on Form S-8 is being filed for the purpose of registering an additional (i) 1,223,738 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2007 Equity Incentive Plan and (ii) 458,902 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2007 Employee Stock Purchase Plan for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8

     The contents of the Registration Statement on Form S-8 (File No. 333-146612), filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2007, are incorporated by reference herein.

EXHIBITS

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.

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Eden Prairie, State of Minnesota, on this 18th day of August, 2008.

POWER OF ATTORNEY

          Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Philip E. Soran and John R. Judd, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, August lawfully do or cause to be done by virtue hereof.

          Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Philip E. Soran   Philip E. Soran		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)		August 18, 2008
/s/ John R. Judd   John R. Judd		Chief Financial Officer (Principal Financial and Accounting Officer)		August 18, 2008
/s/ John P. Guider   John P. Guider		Chief Operating Officer and Director		August 18, 2008
/s/ Charles Beeler   Charles Beeler		Director		August 18, 2008
/s/ Neel Sarkar   Neel Sarkar		Director		August 18, 2008
/s/ R. David Spreng   R. David Spreng		Director		August 18, 2008
/s/ Sven A. Wehrwein   Sven A. Wehrwein		Director		August 18, 2008

EXHIBITS

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.