As filed with the Securities and Exchange Commission on June 28, 2006
Registration No. 333-115389
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RED HAT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 06-1364380 | |
| (State or other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
1801 Varsity Drive
Raleigh, North Carolina 27606
(919) 754-3700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
MICHAEL R. CUNNINGHAM
GENERAL COUNSEL
RED HAT, INC.
1801 VARSITY DRIVE
RALEIGH, NORTH CAROLINA 27606
(919) 754-3700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
MARK G. BORDEN, ESQ.
WILMER CUTLER PICKERING HALE AND DORR LLP
60 STATE STREET
BOSTON, MASSACHUSETTS 02109
(617) 526-6000
Approximate date of commencement of proposed sale to public: Completed
If the only Securities being registered on this Form are being offered pursuant to dividend pursuant to dividend or interest reinvestment plans, please check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨ .
If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨ .
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
DEREGISTRATION OF SECURITIES
On August 16, 2004, the Securities and Exchange Commission (the “SEC”) declared effective the registration statement on Form S-3 (File No. 333-115389) (the “Registration Statement”) filed by Red Hat, Inc. (the “Company”) with respect to the resale on a continuous or delayed basis of an aggregate of $600,000,000 of 0.50% Convertible Senior Debentures due 2024 (the “Debentures”) and 23,445,180 shares of common stock, par value $0.0001 per share, of the Company, issuable upon conversion of the Debentures (collectively with the Debentures, the “Securities”).
The Registration Statement was filed for the benefit of holders of the Debentures (the “Holders”).
The Company agreed with the initial purchasers of the Debentures (the “Initial Purchasers”) to keep the Registration Statement effective until the earlier of (1) the date on which each of the Securities has been effectively registered under the Securities Act and disposed of in accordance with the Registration Statement; (2) the date on which each of the Securities held by non-affiliates of the Company is saleable pursuant to Rule 144(k) under the Securities Act; (3) the date on which all the Securities have been resold pursuant to Rule 144 under the Securities Act; and (4) the second anniversary of the latest date of issuance of any Debentures. The Company is no longer obligated to keep the Registration Statement effective.
In accordance with such agreement, and in accordance with the Company’s undertaking under Regulation S-K Item 512(a)(3), the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement to remove from registration all Securities not sold by the Holders pursuant to the Registration Statement. Accordingly, the Company hereby requests that upon the effectiveness of this Post-Effective Amendment No. 1, such Securities be removed from registration.
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-3 and has duly caused this Post-Effective Amendment No. 1 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in Raleigh, North Carolina, on June 28, 2006.
| RED HAT, INC. | ||
| By: | /s/ Matthew J. Szulik | |
| Matthew J. Szulik President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Matthew J. Szulik Matthew J. Szulik |
President, Chief Executive Officer and Director (Principal executive officer) | June 28, 2006 | ||
| /s/ Charles E. Peters, Jr. Charles E. Peters, Jr. |
Executive Vice President – Finance and Administration and Chief Financial Officer (Principal financial and accounting officer) | June 28, 2006 | ||
| /s/ Edward Kozel Edward Kozel |
Director | June 28, 2006 | ||
| /s/ Eugene J. McDonald Eugene J. McDonald |
Director | June 28, 2006 | ||
| /s/ William S. Kaiser William S. Kaiser |
Director | June 28, 2006 | ||
| /s/ Marye Anne Fox, PhD. Marye Anne Fox, PhD. |
Director | June 1, 2006 | ||
| /s/ W. Steve Albrecht W. Steve Albrecht |
Director | June 1, 2006 | ||
| /s/ Henry Hugh Shelton Henry Hugh Shelton |
Director | June 28, 2006 | ||
| /s/ Narendra Kumar Gupta Narendra Kumar Gupta |
Director | June 28, 2006 | ||