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Securities to be offered to employees in employee benefit plans

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

NETSUITE INC.

(Exact Name of Registrant as Specified in Its Charter)

2955 Campus Drive, Suite 100

San Mateo, California 94403

(650) 627-1000

(Address, including zip code and telephone number, of principal executive offices)

NetSuite Inc. 2015 Employee Stock Purchase Plan

(Full title of the plan)

Douglas P. Solomon, Esq.

NetSuite Inc.

2955 Campus Drive, Suite 100

San Mateo, California 94403

(Name and address of agent for service)

(650) 627-1000

(Telephone number, including area code, of agent for service)

Copy to:

Richard A. Kline, Esq.

Goodwin Procter LLP

135 Commonwealth Drive

Menlo Park, California 94025

(650) 752-3100

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):

CALCULATION OF REGISTRATION FEE

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.

The documents containing the information specified in this Item 1 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in this Item 2 will be sent or given to employees, officers, directors or others as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the SEC or the Commission) are hereby incorporated by reference in this registration statement on Form S-8 (the Registration Statement) (other than information in a report on Form 8-K that is furnished and not filed pursuant to Form 8-K, and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information):

A. The Registrants Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 2, 2015;

B. The Registrants Current Report on Form 8-K, filed with the SEC on February 13, 2015;

C. The Registrants Current Report on Form 8-K, filed with the SEC on April 23, 2015 (Acc-no: 0001193125-15-143238);

D. The Registrants Quarterly Report on Form 10-Q, filed with the SEC on May 5, 2015;

E. The Registrants Current Report on Form 8-K, filed with the SEC on May 13, 2015;

F. The Registrants Current Report on Form 8-K, filed with the SEC on June 9, 2015;

G. The Registrants Current Report on Form 8-K, filed with the SEC on June 12, 2015;

H. The Registrants Current Report on Form 8-K, filed with the SEC on July 23, 2015 (Acc-no: 0001117106-15-000022);

I. The Registrants Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2015; and

J. The Registrants Current Report on Form 8-K/A, filed with the SEC on August 19, 2015.

In addition, the Registrant hereby incorporates by reference into this Registration Statement the description of the Registrants common stock, par value $0.01 per share (the Common Stock), contained in the registration statement on Form 8-A (File No. 001-33870) filed with the Commission on December 5, 2007, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of...


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