Post-Effective Amendment No. 2 to Form S-8

As filed with the Securities and Exchange Commission on February 2, 2007

Registration No. 333-100854

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 2

TO

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

LOGITECH INTERNATIONAL S.A.

(Exact name of Registrant as specified in its charter)

 

 

Canton of Vaud, Switzerland   None

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

Logitech International S.A.

Apples, Switzerland

c/o Logitech Inc.

6505 Kaiser Drive

Fremont, California 94555

(510) 795-8500

(Address, including zip code, of Registrant’s principal executive offices)

 

1996 Stock Plan, as amended

1996 Employee Share Purchase Plan (U.S.)

2006 Employee Share Purchase Plan (Non-U.S.)

(Full titles of the Plans)

 

Mark J. Hawkins

Senior Vice President, Finance and

Information Systems, and Chief

Financial Officer

Logitech International S.A.

c/o Logitech Inc.

Fremont, California 94555

(510) 795-8500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

Steven V. Bernard, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

(650) 493-9300

 

EXPLANATORY NOTE

This post-effective amendment (the “Post-Effective Amendment”) relates to Logitech International S.A.’s (the “Registrant”) Registration Statement on Form S-8 (Registration No. 333-100854) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2002, and amended in a post-effective amendment filed on May 27, 2003, relating to (i) 28,000,000 Registered Shares (as adjusted for stock splits), of the Registrant reserved for issuance under the Registrant’s 1996 Stock Plan, as amended, and (ii) 4,000,000 registered shares (as adjusted for stock splits) of the Registrant reserved for issuance under the Registrant’s 1996 Employee Share Purchase Plan, as amended (collectively, the “Plans”).

DEREGISTRATION OF SHARES

Of the 28,000,000 Registered Shares (adjusted for stock splits) registered under the Registration Statement in connection with the 1996 Stock Plan, 14,306,600 shares have not been issued and are not subject to future issuance. This Post-Effective Amendment is hereby filed to deregister an aggregate of 14,306,600 shares previously registered that have not been issued and will not in the future be issued under the 1996 Stock Plan.

Prior to the filing of this Post-Effective Amendment, the Board of Directors and the shareholders of the Registrant approved and adopted the 2006 Stock Incentive Plan (the “2006 Plan”). Pursuant to Instruction E of Form S-8 and the telephonic interpretation of the SEC’s Division of Corporate Finance’s Manual of Publicly Available Telephone Interpretations, dated July 1997 (see G. Securities Act Forms, number 89), 2,945,454 of the shares deregistered by this Post-Effective Amendment, and the filing fee paid in connection with the initial registration of such shares, will be carried forward to the registration statement on Form S-8 filed on or about the date hereof in connection with the registration of shares that may be issued under the 2006 Plan. However, shares previously registered under the Registration Statement that are not being deregistered by this Post-Effective Amendment remain subject to outstanding options granted under the Registrant’s 1996 Stock Plan. Accordingly, the Registration Statement will remain in effect to cover the potential exercise of such outstanding options.

RENAMING OF 1996 EMPLOYEE SHARE PURCHASE PLAN, ADOPTION OF NEW PLAN

On June 15, 2006, the Board of Directors of the Registrant approved amending the 1996 Employee Share Purchase Plan (the “1996 ESPP”) such that it is split into two separate plans (the “ESPP Plans”), one for employees in the United States, and one for employees outside of the United States. The total number of authorized shares reserved under the ESPP Plans shall remain at 12,000,000 (adjusted for stock splits), as previously registered under the 1996 ESPP. In connection therewith, filed as exhibits hereto are the (x) “1996 Employee Share Purchase Plan (U.S.)” and (y) “2006 Employee Share Purchase Plan (Non-U.S.).” All shares previously registered under the Registration Statement for issuance under the 1996 ESPP shall be available for purchase under the ESPP Plans, and the Registration Statement will remain in effect to cover the potential purchase of such shares.

Item 8. Exhibits.

 

          Incorporated by Reference    Filed
Herewith
Exhibit
No.		   

Exhibit

    Form    File No.    Filing Date    Exhibit
No.		   
4.2    1996 Stock Plan, as amended and restated.    S-8    333-100854    5/27/03    4.2   
4.3    1996 Employee Share Purchase Plan (U.S.).                X
4.4    2006 Employee Share Purchase Plan (Non-U.S.).                X
23.1    Consent of Independent Registered Public Accounting Firm.                X
24.1    Power of Attorney (included on the signature page of this Registration Statement).                X

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 on Form S-8 and has duly caused this post-effective amendment no. 2 to registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California on February 2, 2007.

 

LOGITECH INTERNATIONAL S.A.
By:  

/s/ GUERRINO DE LUCA

 

  Guerrino De Luca
  President and Chief Executive Officer
By:  

/s/ MARK J. HAWKINS

 

  Mark J. Hawkins
  Senior Vice President, Finance and Information
  Systems, and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guerrino De Luca, Mark J. Hawkins and Thomas Fergoda, and each of them, acting individually, as his attorney-in-fact, with full power of substitution, for him and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ GUERRINO DE LUCA

 

    President and Chief Executive Officer   February 2, 2007
        Guerrino De Luca    (Principal Executive Officer)  

/s/ MARK J. HAWKINS

 

    Senior Vice President, Finance and   February 2, 2007
        Mark J. Hawkins   

Information Systems, and Chief Financial

Officer (Principal Financial Officer)

  

/s/ THOMAS FERGODA

 

    Vice President, Finance and Corporate   February 2, 2007
        Thomas Fergoda    Controller (Principal Accounting Officer)  

/s/ DANIEL BOREL

 

    Chairman   February 2, 2007
        Daniel Borel     

/s/ GARY BENGIER

    Lead Independent Director   February 2, 2007
        Gary Bengier     

/s/ MATTHEW BOUSQUETTE

   Director   February 2, 2007
        Matthew Bousquette     

/s/ ERH-HSUN CHANG

   Director   February 2, 2007
        Erh-Hsun Chang     

/s/ KEE-LOCK CHUA

   Director   February 2, 2007
        Kee-Lock Chua     

/s/ SHIN’ICHI OKAMOTO

   Director   February 2, 2007
        Shin’ichi Okamoto     

/s/ MONIKA RIBAR

   Director   February 2, 2007
        Monika Ribar     

Index to Exhibits

 

Exhibit
No.		   

Exhibit

    Incorporated by Reference    Filed
Herewith
      Form    File No.    Filing Date    Exhibit
No.		   
4.2    1996 Stock Plan, as amended and restated.    S-8    333-100854    5/27/03    4.2   
4.3    1996 Employee Share Purchase Plan (U.S.).                X
4.4    2006 Employee Share Purchase Plan (Non-U.S.).                X
23.1    Consent of Independent Registered Public Accounting Firm.                X
24.1    Power of Attorney (included on the signature page of this Registration Statement).                X