S-8 1 forms8.htm SHORETEL, INC S-8 2-12-2016
As filed with the Securities and Exchange Commission on February 12, 2016
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SHORETEL, INC.
(Exact name of the Registrant as specified in its charter)

Delaware
  
77-0443568
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)

960 Stewart Drive
Sunnyvale, California 94085
(Address of principal executive offices, including zip code)

2007 Employee Stock Purchase Plan
(Full titles of the plans)

Don Joos
President and Chief Executive Officer
ShoreTel, Inc.
960 Stewart Drive
Sunnyvale, California 94085
(408) 331-3300
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
Dennis DeBroeck, Esq.
Jeffrey R. Vetter, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California St.
Mountain View, California 94041
(650) 988-8500
(Counsel to the Registrant)

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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one)

 
Large accelerated Filer ☐
Accelerated Filer  ☒
  
 
Non-accelerated Filer ☐
Smaller reporting company ☐
  
 
(Do not check if a smaller reporting company)
  
 
CALCULATION OF REGISTRATION FEE

Title of Securities
to be
Registered
  
Amount
to be
Registered(1)
    
Proposed
Maximum
 Offering Price
Per Share
    
Proposed Maximum
Aggregate Offering
Price
    
Amount of
Registration
Fee
  
Common Stock, $0.001 par value
   
 393,538
(2)
  
$
5.97
 
  
$
2,348,241.25
(3)
  
$
236.47
(4)
Total
   
 393,538
                    
$
236.47
 

(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2007 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.

(2) Represents shares reserved on January 1, 2016 for issuance upon the exercise of purchase rights that may be granted under the 2007 Employee Stock Purchase Plan. Shares issuable upon exercise of purchase rights granted under the 2007 Employee Stock Purchase Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 3, 2007 (Registration No. 333-144338), February 13, 2008 (Registration No. 333-149220),February 9, 2009 (Registration No. 333-157192), February 5, 2010 (Registration No. 333-164726), February 4, 2011 (Registration No. 333-172072), February 9, 2012 (Registration No. 333-179449), February 8, 2013 (Registration No. 333-186547), February 7, 2014 (Registration No. 333-193812)  February 13, 2015 (Registration No. 333-202108).

(3) Estimated pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, and based on $7.02, the average of the high and low sales price reported on the NASDAQ Global Market on February 11, 2016.  This amount is multiplied by 85%, which amount is the percentage of the price per share applicable to purchases under the 2007 Employee Stock Purchase Plan.

(4) Pursuant to Rule 457(p) of the Securities Act, the total amount of the registration fee due is offset by $1,345.74, representing the dollar amount of the filing fee previously paid by Registrant that corresponds to 1,537,276 reserved but unissued shares of common stock registered pursuant to Registrant’s Registration Statement on Form S-8 (File No. 333-202108) filed under the Securities Act on February 13, 2015.
 
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

This registration statement on Form S-8 registers an aggregate of 393,538 additional shares of common stock reserved on January 1, 2016 for issuance for issuance under the Registrant’s 2007 Employee Stock Purchase Plan, pursuant to the terms of each such plan.  This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on July 3, 2007 (Registration No. 333-144338), February 13, 2008 (Registration No. 333-149220),February 9, 2009 (Registration No. 333-157192), February 5, 2010 (Registration No. 333-164726), February 4, 2011 (Registration No. 333-172072), February 9, 2012 (Registration No. 333-179449), February 8, 2013 (Registration No. 333-186547), February 7, 2014 (Registration No. 333-193812)  February 13, 2015 (Registration No. 333-202108) and the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on February 12, 2016.
 
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, ShoreTel, Inc., 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 Sunnyvale, State of California, on this 12th day of February 2016.

 
SHORETEL, INC.
  
       
 
By:
/s/ Michael E. Healy
  
   
Michael E. Healy
  
   
Chief Financial Officer
  

POWER OF ATTORNEY

KNOW BY ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Allen Seto and Michael E. Healy, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her 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 all documents in connection therewith, making such changes in this registration statement as such person or persons so acting deems appropriate, 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 and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 
Signature
  
Title
  
Date
           
 
/s/ Don Joos
  
President, Chief Executive Officer,
  
February 12, 2016
 
Don Joos
   and a Director    
   
(Principal Executive Officer)
    
           
 
/s/ Michael E. Healy
  
Chief Financial Officer
  
February 12, 2016
 
Michael E. Healy
  
(Principal Financial Officer)
    
           
 
/s/ Keith Jones
  
Worldwide Corporate Controller
  
February 12, 2016
 
Keith Jones
  
(Principal Accounting Officer)
    
           
 
/s/ Charles D. Kissner
  
Chairman of the Board
  
February 12, 2016
 
    Charles D. Kissner
        
           
 
/s/ Mark F. Bregman
  
Director
  
February 12, 2016
 
Mark F. Bregman
        
           
 
/s/ Kenneth D. Denman
  
Director
  
February 12, 2016
 
Kenneth D. Denman
        
           
 
/s/ Shane Robison
  
Director
  
February 12, 2016
 
Shane Robison
        
           
 
/s/ Constance E. Skidmore
  
Director
  
February 12, 2016
 
Constance E. Skidmore
        
           
 
/s/ Edward F. Thompson
  
Director
  
February 12, 2016
 
Edward F. Thompson
        
           
 
/s/ Josef Vejvoda
  
Director
  
February 12, 2016
 
Josef Vejvoda
        
 
Exhibit Index

       
Incorporated By Reference
    
Exhibit
No.
  
 
Exhibit
  
 
Form              
  
 
File No. 
  
Filing
Date
  
Exhibit
No.
  
Filed
Herewith  
4.01
  
Third Restated Certificate of Incorporation of the Registrant
  
10-K
  
001-33506
  
9-27-07
  
3.1
    
                         
4.02
  
Fourth Amended and Restated Bylaws of the Registrant
  
8-K
  
001-33506
  
9-15-14
  
3.1
    
                         
4.03
  
Form of Registrant’s Common Stock certificate
  
S-1/A
  
333-140630
  
6-25-07
  
4.1
    
                         
4.04
  
Registrant’s 2007 Employee Stock Purchase Plan, as amended.
  
10-Q
  
001-33506
  
2-4-11
  
10.1
  
                         
 
Opinion of Fenwick & West LLP
                  
X
                         
23.1
  
Consent of Fenwick & West LLP (included in Exhibit 5.01)
                  
X
                         
 
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm
                  
X
                         
 
Consent of Grant Thornton LLP, Independent Accounting Firm
                  
X
                         
24.1
  
Power of Attorney (See page II-3).
                  
X