-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FjbJjhfHh/ZWns2O/D6mj+toE3UIyU7vj7Ff/h4hA80x2IQ0WSQuz40+hQfn67Yu hE5jsaQplMLX+X8tTCwxog== 0000950134-08-022723.txt : 20081224 0000950134-08-022723.hdr.sgml : 20081224 20081223212519 ACCESSION NUMBER: 0000950134-08-022723 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081224 DATE AS OF CHANGE: 20081223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROCADE COMMUNICATIONS SYSTEMS INC CENTRAL INDEX KEY: 0001009626 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577] IRS NUMBER: 770409517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1027 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-153205 FILM NUMBER: 081268769 BUSINESS ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: (408) 333-8000 MAIL ADDRESS: STREET 1: 1745 TECHNOLOGY DRIVE CITY: SAN JOSE STATE: CA ZIP: 95110 POS AM 1 f50604a1posam.htm POST-EFFECTIVE AMENDMENT posam
As filed with the Securities and Exchange Commission on December 24, 2008
Registration No. 333-153205
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
 
BROCADE COMMUNICATIONS SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
 
         
Delaware   3577   77-0409517
(State or other jurisdiction of
incorporation or organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)
 
1745 Technology Drive
San Jose, CA 95110
(408) 333-8000
 
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal executive offices)
 
 
 
Tyler Wall, Esq.
Vice President and General Counsel
Brocade Communications Systems, Inc.
1745 Technology Drive
San Jose, CA 95110
(408) 333-8000
 
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
 
 
Copy to:
 
Nancy H. Wojtas
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000
 
 
 
 
Approximate date of commencement of proposed sale to the public:  Not Applicable
 
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o
 
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement number for the same offering.  o
 
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o
 
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 þ
  Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company) 		  Smaller reporting company o
 
 
 
 
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (No. 333-153205), as amended, shall hereafter become effective in accordance with the provisions of Section 8(c) of the Securities Act of 1933, as amended.
 

 

 
EXPLANATORY NOTE
 
Termination of Offering and Removal of Securities from Registration
 
This Post-Effective Amendment No. 1 to the registration statement on Form S-4 (File No. 333-153205), as amended (the “Registration Statement”), is being filed by Brocade Communications Systems, Inc. (“Brocade”) to deregister all of its securities under the Registration Statement previously filed in connection with Brocade’s proposed acquisition of Foundry Networks, Inc.
 
As previously disclosed, on July 21, 2008, Brocade entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Foundry Networks, Inc. (“Foundry”) and Falcon Acquisition Sub, Inc. (“Merger Sub”) providing for the Brocade’s acquisition of Foundry (the “Merger”). On November 7, 2008, Brocade, Foundry and Merger Sub entered into an amendment (the “Amendment”) to the Merger Agreement. Prior to the Amendment, each outstanding share of Foundry common stock was to be converted into the right to receive a combination of $18.50 in cash, without interest, and 0.0907 of a share of Brocade common stock, subject to adjustment for stock splits, stock dividends and similar events. Pursuant to the Amendment, at the completion of the Merger each outstanding share of Foundry common stock was converted into a right to receive $16.50 in an all cash transaction, and holders of Foundry common stock were not entitled to receive any shares of Brocade common stock. The Merger became effective on December 18, 2008. As a result of the Amendment, the Company has terminated the offering of its securities under the Registration Statement.

 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act, the registrant has duly caused this Post-Effective Amendment No. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on December 15, 2008.
 
BROCADE COMMUNICATIONS SYSTEMS, INC.
 
  By: 
/s/  Richard Deranleau
Richard Deranleau
Chief Financial Officer
and Vice President, Finance
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
         
*

Michael Klayko 		  Chief Executive Officer
(Principal Executive
Officer and Director) 		  December 15, 2008
         
/s/  Richard Deranleau

Richard Deranleau 		  Chief Financial Officer
and Vice President, Finance
(Principal Financial
and Accounting Officer) 		  December 15, 2008
         
*

David L. House 		  Chairman of the Board of Directors   December 15, 2008
         
*

L. William Krause 		  Director   December 15, 2008
         
*

Glenn Jones 		  Director   December 15, 2008
         
*

Sanjay Vaswani 		  Director   December 15, 2008
         
*

Renato DiPentima 		  Director   December 15, 2008
         
*

John Gerdelman 		  Director   December 15, 2008
 
*By: 
/s/  Richard Deranleau
 December 15, 2008
Richard Deranleau
Attorney-in-fact

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