As filed with the Securities and Exchange Commission on September 7, 2006

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

AVOCENT CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

 

Samuel F. Saracino, Esq.
Executive Vice President of Legal and Corporate Affairs,
General Counsel, and Secretary

9911 Willows Road N.E.

Redmond, Washington 98052

 

 

 

Copy to:

Patrick J. Schultheis, Esq.

Wilson Sonsini Goodrich & Rosati,

Professional Corporation

701 Fifth Avenue, Suite 5100

Seattle, Washington 98104-7036

(206) 883-2500

 

CALCULATION OF REGISTRATION FEE

Title of securities  to be registered		Amount to be registered (1)		Proposed maximum offering price per share (2)			Proposed maximum aggregate offering price (2)			Amount of registration fee
Common Stock ($0.001 par value) issuable pursuant to Avocent Corporation’s 2005 Equity Incentive Plan		2,250,000 shares		$	28.57		$	64,282,500		$	6,878.23

(1)   This registration statement shall also cover any additional shares of Avocent Corporation common stock that become issuable under the 2005 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of common stock.

(2)   Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Stock Market on September 5, 2006.

REGISTRATION STATEMENT ON FORM S-8

Registration of Additional Securities

The contents of the Registrant’s registration statement on Form S-8 as filed with the Securities and Exchange Commission on August 10, 2005 (File No. 333-127401) are incorporated herein by reference.  Unless otherwise specified, capitalized terms herein shall have the meanings ascribed to them in such prior Form S-8.

In accordance with General Instruction E to Form S-8, the Registrant is registering 2,250,000 shares of its common stock pursuant to this registration statement, all of which are reserved for issuance under the 2005 Equity Incentive Plan. Under the prior Form S-8, the Registrant registered a total of 3,714,327 shares of its common stock that had been or were eligible to be issued under the 2005 Equity Incentive Plan.

Item 8.           Exhibits.

Exhibit Number		Description
4.1		Avocent Corporation’s 2005 Equity Incentive Plan (incorporated by reference to the Registrant’s Proxy Statement on Schedule 14A filed April 29, 2005).
5.1		Opinion of Wilson Sonsini Goodrich & Rosati, P.C., as to the legality of the securities being registered.
23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Counsel (contained in Exhibit 5.1).
24.1		Power of Attorney (included on signature page).

 

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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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Redmond, State of Washington, on September 7, 2006.

	AVOCENT CORPORATION
	By:	/s/ Samuel F. Saracino
		Samuel F. Saracino
		Executive Vice President of Legal and Corporate Affairs, General Counsel, and Secretary

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Samuel F. Saracino, Edward H. Blankenship and Doyle C. Weeks and each one of them, acting individually and without the other, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement on Form S-8, and to file the same, with 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, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ John R. Cooper		Chief Executive Officer and Chairman of the Board		September 7, 2006
John R. Cooper		of Directors (Principal Executive Officer)
		Senior Vice President of Finance, Chief Financial		September 7, 2006
/s/ Edward H. Blankenship		Officer, Treasurer, and Assistant Secretary (Principal
Edward H. Blankenship		Financial Officer and Principal Accounting Officer)
/s/ Harold D. Copperman		Director		September 7, 2006
Harold D. Copperman
/s/ Francis A. Dramis, Jr.		Director		September 7, 2006
Francis A. Dramis, Jr.
/s/ Edwin L. Harper		Director		September 7, 2006
Edwin L. Harper
/s/ William H. McAleer		Director		September 7, 2006
William H. McAleer
/s/ Stephen F. Thornton		Director		September 7, 2006
Stephen F. Thornton
/s/ David P. Vieau		Director		September 7, 2006
David P. Vieau
/s/ Doyle C. Weeks		President and Director		September 7, 2006
Doyle C. Weeks

 

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