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    SEC Form S-8 POS filed by Cornerstone OnDemand, Inc.

    10/15/21 4:48:01 PM ET
    $CSOD
    Computer Software: Prepackaged Software
    Technology
    Get the next $CSOD alert in real time by email
    S-8 POS 1 d241653ds8pos.htm S-8 POS S-8 POS

    Registration No. 333-253362

    Registration No. 333-229887

    Registration No. 333-223430

    Registration No. 333-216245

    Registration No. 333-209817

    Registration No. 333-202940

    Registration No. 333-194198

    Registration No. 333-189389

    Registration No. 333-180311

    Registration No. 333-173754

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

    Post-Effective Amendment No. 1

    to

    FORM S-8 REGISTRATION STATEMENT NO. 333-253362

    FORM S-8 REGISTRATION STATEMENT NO. 333-229887

    FORM S-8 REGISTRATION STATEMENT NO. 333-223430

    FORM S-8 REGISTRATION STATEMENT NO. 333-216245

    FORM S-8 REGISTRATION STATEMENT NO. 333-209817

    FORM S-8 REGISTRATION STATEMENT NO. 333-202940

    FORM S-8 REGISTRATION STATEMENT NO. 333-194198

    FORM S-8 REGISTRATION STATEMENT NO. 333-189389

    FORM S-8 REGISTRATION STATEMENT NO. 333-180311

    FORM S-8 REGISTRATION STATEMENT NO. 333-173754

    UNDER

    THE SECURITIES ACT OF 1933

     

     

    Cornerstone OnDemand, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   13-4068197

    (State or other jurisdiction of

    Incorporation or organization)

     

    (I.R.S. Employer

    Identification No.)

    1601 Cloverfield Blvd.

    Suite 620 South

    Santa Monica, CA 90404

    (Address of Principal Executive Offices)

    Cornerstone OnDemand, Inc. 2010 Equity Incentive Plan

    Cornerstone OnDemand, Inc. 2010 Employee Stock Purchase Plan

    Cornerstone OnDemand, Inc. 2009 Equity Incentive Plan

    Cornerstone OnDemand, Inc. 1999 Stock Plan

    (Full title of the plans)

    Phil S. Saunders

    Chief Executive Officer

    Cornerstone OnDemand, Inc.

    1601 Cloverfield Blvd.

    Suite 620 South

    Santa Monica, CA 90404

    (310) 752-0200

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

    Copies to:

    Mehdi Khodadad

    Scott Williams

    Sidley Austin LLP

    1999 Avenue of the Stars, 19th Floor

    Los Angeles, California 90067

    (213) 896-6000

     

     

    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.

     

    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 No. 1 relates to the following Registration Statements filed by Cornerstone OnDemand, Inc. (the “Registrant” or the “Company”) on Form S-8 (collectively, the “Registration Statements”):

     

      •  

    Registration Statement No. 333-253362, filed with the Securities and Exchange Commission (the “SEC”) on February 22, 2021, relating to the registration of 1,259,637 shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) for issuance under the Company’s 2010 Employee Stock Purchase Plan (the “2010 ESPP”);

     

      •  

    Registration Statement No. 333-229887, filed with the SEC on February 26, 2019, relating to the registration of an additional 2,649,855 shares of Common Stock for issuance under the 2010 Equity Incentive Plan (the “2010 Plan”) and an additional 588,856 shares of Common Stock for issuance under the 2010 ESPP.

     

      •  

    Registration Statement No. 333-223430, filed with the SEC on March 2, 2018, relating to the registration of an additional 2,588,036 shares of Common Stock for issuance under the 2010 Plan and an additional 575,119 shares of Common Stock for issuance under the 2010 ESPP;

     

      •  

    Registration Statement No. 333-216245, filed with the SEC on February 24, 2017, relating to the registration of an additional 2,543,210 shares of Common Stock for issuance under the 2010 Plan and an additional 565,157 shares of Common Stock for issuance under the 2010 ESPP;

     

      •  

    Registration Statement No. 333-209817, filed with the SEC on February 29, 2016, relating to the registration of an additional 2,461,669 shares of Common Stock for issuance under the 2010 Plan and an additional 547,037 shares of Common Stock for issuance under the 2010 ESPP;

     

      •  

    Registration Statement No. 333-202940, filed with the SEC on March 23, 2015, relating to the registration of an additional 2,422,174 shares of Common Stock for issuance under the 2010 Plan and an additional 538,286 shares of Common Stock for issuance under the 2010 ESPP;

     

      •  

    Registration Statement No. 333-194198, filed with the SEC on February 27, 2014, relating to the registration of an additional 2,361,145 shares of Common Stock for issuance under the 2010 Plan and an additional 524,699 shares of Common Stock for issuance under the 2010 ESPP;

     

      •  

    Registration Statement No. 333-189389, filed with the SEC on June 17, 2013, relating to the registration of an additional 2,281,026 shares of Common Stock for issuance under the 2010 Plan and an additional 506,894 shares of Common Stock for issuance under the 2010 ESPP;

     

      •  

    Registration Statement No. 333-180311, filed with the SEC on March 23, 2012, relating to the registration of an additional 2,217,331 shares of Common Stock for issuance under the 2010 Plan and an additional 492,740 shares of Common Stock for issuance under the 2010 ESPP; and

     

      •  

    Registration Statement No. 333-173754, filed with the SEC on April 27, 2011, relating to the registration of 3,682,918 shares of Common Stock for issuance under the 2010 Plan, 300,000 shares of Common Stock for issuance under the 2010 ESPP, 3,474,379 shares of Common Stock for issuance under the 2009 Equity Incentive Plan, and 2,125,445 shares of Common Stock for issuance under the 1999 Stock Plan.

    The Company is filing this Post-Effective Amendment No. 1 to the Registration Statements to withdraw and remove from registration any and all shares of Common Stock that remain unsold or otherwise unissued under the Registration Statements.

    On October 15, 2021, pursuant to the Agreement and Plan of Merger, dated as of August 5, 2021 (the “Merger Agreement”), by and among the Company, Sunshine Software Holdings, Inc., a Delaware corporation (“Parent”), and Sunshine Software Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and as an indirect wholly owned subsidiary of Parent.


    As a result of the consummation of the transactions contemplated by the Merger Agreement, the Registrant has terminated all offerings of its securities pursuant to the Registration Statements. In accordance with an undertaking made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities which remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all securities of the Registrant registered pursuant to the Registration Statements that remain unsold or otherwise unissued as of the date hereof.


    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 No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Monica, State of California on October 15, 2021.

     

    CORNERSTONE ONDEMAND, INC.
    By:  

    /s/ Philip S. Saunders

      Philip S. Saunders
      Chief Executive Officer

    Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements.

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