As filed with the Securities and Exchange Commission on March 18, 2009

Registration No. 333- 157959

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Glu Mobile Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		91-2143667
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
(Address of Principal Executive Offices)

2007 Equity Incentive Plan
2007 Employee Stock Purchase Plan
(Full Titles of the Plans)

L. Gregory Ballard
President and Chief Executive Officer
Glu Mobile Inc.
2207 Bridgepointe Parkway, Suite 250
San Mateo, California 94404
(650) 532-2400
(Name and Address of Agent For Service)

Kevin S. Chou, Esq. Vice President and General Counsel Glu Mobile Inc. 2207 Bridgepointe Parkway Suite 250 San Mateo, CA 94404		David A. Bell, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041

     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):

 

 

EXPLANATORY NOTE

          The Registrant files this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-157959) filed with the Securities and Exchange Commission on March 13, 2009 (the “Registration Statement”) solely to replace Exhibit 5.01 thereto, in order to correct a typographical error (which inadvertently overstated the aggregate number of shares being registered on the Registration Statement by 39).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

          (a) Exhibits. The exhibits listed on the Exhibit Index (following the Signatures section of this Registration Statement) are included, or incorporated by reference, in this Registration Statement.

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 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 San Mateo, State of California, on March 18, 2009.

          Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature		Title		Date
/s/ L. Gregory Ballard   L. Gregory Ballard		President, Chief Executive Officer and Director (Principal Executive Officer)		March 18, 2009
*   Eric R. Ludwig		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)		March 18, 2009
*   Daniel L. Skaff		Lead Independent Director		March 18, 2009
*   Ann Mather		Director		March 18, 2009
*   William J. Miller		Director		March 18, 2009
*   Richard A. Moran		Director		March 18, 2009
*   Hany M. Nada		Director		March 18, 2009
*   A. Brooke Seawell		Director		March 18, 2009
*   Ellen F. Siminoff		Director		March 18, 2009

EXHIBIT INDEX

Incorporated by Reference

Exhibit

Filing

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Date

Herewith

4.01

Restated Certificate of Incorporation of Glu Mobile Inc.

S-1/A

333-139493

3.02

02/14/07

4.02

Amended and Restated Bylaws of Glu Mobile Inc.

8-K

001-33368

99.01

10/28/08

4.03

Form of Registrant’s Common Stock Certificate.

S-1/A

333-139493

4.01

02/14/07

4.04

Amended and Restated Investors’ Rights Agreement, dated

S-1

333-139493

4.02

12/19/06

as of March 29, 2006, by and among Glu Mobile Inc. and

certain investors of Glu Mobile Inc. and the Amendment

No. 1 and Joinder to the Amended and Restated Investor

Rights Agreement dated May 5, 2006, by and among Glu

Mobile Inc. and certain investors of Glu Mobile Inc.

4.05

2007 Equity Incentive Plan and forms of (a) Notice of

S-1/A

333-139493

10.03

02/16/07

Stock Option Grant, Stock Option Award Agreement and

Stock Option Exercise Agreement, (b) Notice of

Restricted Stock Award and Restricted Stock Agreement,

(c) Notice of Stock Appreciation Right Award and Stock

Appreciation Right Award Agreement, (d) Notice of

Restricted Stock Unit Award and Restricted Stock Unit

Agreement and (e) Notice of Stock Bonus Award and Stock

Bonus Agreement.

4.07

Forms of Stock Option Award Agreement (Immediately

10-Q

001-33368

10.05

08/14/08

Exercisable) and Stock Option Exercise Agreement

(Immediately Exercisable) under the Glu Mobile Inc.

2007 Equity Incentive Plan.

4.06

2007 Employee Stock Purchase Plan, as amended on

10-Q

001-33368

10.02

08/14/08

April 20, 2007.

4.07

2007 Employee Stock Purchase Plan, as amended on

10-K

001-33368

10.05

03/13/09

January 22, 2009

5.01

Opinion of Kevin S. Chou, Esq.

X

23.01

Consent of Kevin S. Chou, Esq. (included in

S-8

333-157959

23.01

03/13/09

Exhibit 5.01).

23.02

Consent of PricewaterhouseCoopers LLP, independent

S-8

333-157959

23.02

03/13/09

registered public accounting firm.

24.01

Power of Attorney (included on signature page to the

S-8

333-157959

24.01

03/13/09

Registration Statement).