Delaware
(State or other jurisdiction of incorporation or organization) |
20-1677033
(I.R.S. Employer Identification Number) |
Proposed | Proposed | |||||||||||||||||||||
Title of | Maximum | Maximum | Maximum | |||||||||||||||||||
Securities | Amount | Offering | Aggregate | Amount of | ||||||||||||||||||
to be | to be | Price Per | Offering | Registration | ||||||||||||||||||
Registered | Registered (1) | Share | Price | Fee | ||||||||||||||||||
Common Stock, $0.001 par value per share
|
9,077,918 | (2) | $ | 5.82 | (3) | $ | 52,833,482.76 | (4) | $ | 1,621.99 | ||||||||||||
Common Stock, $0.001 par value per share
|
6,614,172 | (5) | $ | 7.36 | (6) | $ | 48,680,305.92 | $ | 1,494.49 | |||||||||||||
TOTAL
|
15,692,090 | $ | 101,513,788.68 | $ | 3,116.48 | |||||||||||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers any additional shares of common stock of the Registrant that become issuable under its Amended and Restated 2003 Incentive Compensation Plan or 2007 Equity Incentive Plan that by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrants outstanding shares of common stock. | |
(2) | This subtotal represents the sum of 7,790,118 shares issuable upon exercise of options that have been granted as of the date of this Registration Statement issued under the Amended and Restated 2003 Incentive Compensation Plan and 1,287,800 shares issuable upon exercise of options that have been granted as of the date of this Registration Statement issued under the 2007 Equity Incentive Plan. No additional options will be issued pursuant to the Amended and Restated 2003 Incentive Compensation Plan. | |
(3) | Computed in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the total registration fee. Computation based on the weighted average exercise price (rounded to the nearest cent) at which the options outstanding whose exercise will result in the issuance of the shares being registered may be exercised. | |
(4) | Calculated in accordance with Rule 457(h) based on the aggregate exercise price for all presently outstanding options described in note 2 above. | |
(5) | This subtotal represents shares reserved for issuance under the 2007 Equity Incentive Plan. | |
(6) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the total registration fee. Computation based upon the average of the high and low prices of our common stock as reported in The Nasdaq Global Market on November 29, 2007. |
PART I | ||||||||
INFORMATION REQUIRED IN THE PROSPECTUS | ||||||||
PART II | ||||||||
INFORMATION REQUIRED IN REGISTRATION STATEMENT | ||||||||
SIGNATURES | ||||||||
POWER OF ATTORNEY | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
II-1
II-2
Exhibit | ||
Number | Description | |
4.1*
|
Specimen Common Stock certificate of the Registrant | |
5.1
|
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |
10.2*
|
Amended and Restated 2003 Incentive Compensation Plan and form of agreement thereunder | |
10.3*
|
2007 Equity Incentive Plan and form of agreement thereunder | |
23.1
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
23.2
|
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1) | |
24.1
|
Power of Attorney (see page II-5) |
* | Incorporated by reference to exhibits filed with the Registrants Registration Statement on Form S-1, as amended (Registration No. 333-141516), as declared effective on June 7, 2007. |
II-3
II-4
LIMELIGHT NETWORKS, INC.
|
||||
By: | /s/ Jeffrey W. Lunsford | |||
Jeffrey W. Lunsford, President, Chief Executive Officer
and Chairman |
||||
Signature | Title | Date | ||
/s/ Jeffrey W. Lunsford
|
President, Chief Executive Officer and
Chairman of the Board (Principal Executive Officer) |
December 4, 2007 |
||
/s/ Matthew Hale
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
December 4, 2007 |
||
/s/ Walter D. Amaral
|
Director | December 4, 2007 | ||
/s/ Joseph H. Gleberman
|
Director | December 4, 2007 | ||
/s/ Fredric W. Harman
|
Director | December 4, 2007 | ||
/s/ Mark A. Jung
|
Director | December 4, 2007 | ||
|
Co-Founder and Director | December 4, 2007 | ||
/s/ Peter J. Perrone
|
Director | December 4, 2007 | ||
/s/ David C. Peterschmidt
|
Director | December 4, 2007 | ||
|
Co-Founder, Chief Technical Officer and Director | December 4, 2007 |
II-5
II-6
Exhibit
Number
Description
Specimen Common Stock certificate of the Registrant
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
Amended and Restated 2003 Incentive Compensation Plan and form of
agreement thereunder
2007 Equity Incentive Plan and form of agreement thereunder
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see
Exhibit 5.1)
Power of Attorney (see page II-5)
*
Incorporated by reference to exhibits filed with the Registrants Registration Statement
on Form S-1, as amended (Registration No. 333-141516), as declared effective on June 7,
2007.
Re: | Registration Statement on Form S-8 |
Sincerely,
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |
||||
/s/ WILSON SONSINI GOODRICH & ROSATI | ||||
/s/ ERNST & YOUNG LLP | ||||
December 4, 2007
Phoenix, Arizona |
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