As filed with the Securities and Exchange Commission on May 6, 2010

Registration No. 333-                    

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SOURCEFIRE, INC.

(Exact name of registrant as specified in its charter)

Delaware		52-2289365
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

9770 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 290-1616
(Address of principal executive offices)

Sourcefire, Inc. 2007 Stock Incentive Plan
(Full title of the Plan(s))

John C. Burris
Chief Executive Officer
Sourcefire, Inc.
9770 Patuxent Woods Drive
Columbia, Maryland 21046
(410) 290-1616
(Name, address, telephone number, including area code, of agent for service)

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):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed maximum

Proposed maximum

Amount to

offering price

aggregate offering

Amount of

Title of Securities to be Registered

be registered(1)

per share(2)

price(2)

registration fee

Common Stock, par value $0.001 per share(3)(4)

1,084,682 shares

$

21.49

$

23,309,816

$

1,662

 

 

EXPLANATORY NOTE

     Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by Sourcefire, Inc. (the “Company”) for the purpose of registering additional shares of Common Stock under the Plan. The number of shares of Common Stock available for issuance under the Plan is subject to an automatic annual increase on the first day of the Company’s calendar year beginning in 2008 equal to 4% of the number of shares of Common Stock outstanding as of such date or a lesser number of shares of Common Stock determined by the Plan’s administrator (subject to an overall maximum aggregate number of shares of Common Stock available for grant of Incentive Stock Options equal to 3,142,452 shares) (the “Evergreen Provision”). Accordingly, the number of shares of Common Stock available for issuance under the Plan was increased by 1,084,682 shares effective January 1, 2010. This Registration Statement registers the 1,084,682 additional shares of Common Stock available for issuance under the Plan as a result of the Evergreen Provision.

     The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 5,164,850 shares of Common Stock registered for issuance under the Plan pursuant to (i) the currently effective Registration Statement on Form S-8 (Registration No. 333-141396) filed on March 19, 2007 (the “Original Registration Statement”) and (ii) the currently effective Registration Statement on Form S-8 (Registration No. 333-169108) filed on May 8, 2009 (the “Second Registration Statement”). The contents of the Original Registration Statement and the Second Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. Any items in the Original Registration Statement and the Second Registration Statement not expressly changed hereby shall be as set forth in the Original Registration Statement and the Second Registration Statement, as applicable.

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT

Item 8. Exhibits.

The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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 Columbia, State of Maryland on May 6, 2010.

     Each person whose signature appears below constitutes and appoints Todd P. Headley and Douglas W. McNitt, and each of them, as attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all the said attorney-in-fact, or his substitute or substitutes, may lawfully 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 C. Burris		Chief Executive Officer and Director		May 6, 2010
John C. Burris		(principal executive officer)
/s/ Todd P. Headley		Chief Financial Officer and Treasurer		May 6, 2010
Todd P. Headley		(principal financial and accounting officer)
/s/ Martin F. Roesch		Chief Technology Officer and Director		May 6, 2010
Martin F. Roesch
/s/ John C. Becker		Director		May 6, 2010
John C. Becker
/s/ Michael Cristinziano		Director		May 6, 2010
Michael Cristinziano
/s/ Tim A. Guleri		Director		May 6, 2010
Tim A. Guleri
/s/ Steven R. Polk		Director		May 6, 2010
Steven R. Polk

INDEX TO EXHIBITS

Exhibit
Number		Document
5.1		Opinion of Morrison & Foerster LLP (filed herewith)
23.1		Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2		Consent of Ernst & Young LLP (filed herewith)
24.1		Power of Attorney (included on signature page hereof)