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<P align="center" style="font-size: 10pt">As filed with the
Securities and Exchange Commission on June 18, 2004



<P align="right" style="font-size: 10pt">Registration No.&nbsp;333-_____



<HR size="4" noshade color="#000000" style="margin-top: -5px">
<HR size="1" noshade color="#000000" style="margin-top: -10px">





<P align="center" style="font-size: 14pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<P align="center" style="font-size: 18pt"><B>FORM S-8</B>


<P align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>


<P align="center" style="font-size: 24pt"><B>BLACKBOARD INC.</B>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant as Specified in Its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>52-2081178</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(State or Other Jurisdiction of
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">Incorporation or Organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">Identification No.)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>1899 L Street, N.W.</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>20036</B></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><B>Washington, DC</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">(Address of Principal Executive Offices)</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt"><B>2004 Stock Incentive Plan<BR>
Amended and Restated Stock Incentive Plan, as amended</B><BR>
(Full Title of the Plans)



<P align="center" style="font-size: 10pt"><B>Matthew L. Pittinsky<BR>
Chairman of the Board of Directors<BR>
1899 L Street, N.W.<BR>
Washington, DC 20036</B><BR>
(Name and Address of Agent For Service)<BR>
<B>(202)&nbsp;463-4860</B><BR>
(Telephone Number, Including Area Code, of Agent For Service)



<P align="center" style="font-size: 10pt"><B>CALCULATION OF REGISTRATION FEE</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="34%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Proposed</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Maximum</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>&nbsp;</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Title of Securities</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount to be</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price Per</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Aggregate</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>to be Registered</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registered(1)</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Share</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Offering Price</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Registration Fee</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">Common Stock, $0.01
par value per share</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">5,987,813 shares(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">11.01</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">$</TD>
    <TD align="right">65,912,700</TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">8,351</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>In accordance with Rule&nbsp;416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.</TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(2)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Consists of (i)&nbsp;1,887,692 shares issuable under the 2004 Stock Incentive
Plan and (ii)&nbsp;4,100,121 shares issuable under the Amended and Restated
Stock Incentive Plan, as amended.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="1%" nowrap align="right">(3)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The
price per share and the aggregate offering price are calculated on the
basis of (a) $9.13, the weighted average exercise price of the
3,678,990 shares subject to outstanding option grants under the Amended and Restated
Stock Incentive Plan, as amended, at prices ranging from $0.02 to $19.49,
and (b) the initial public offering price of $14.00 per share  of the
Registrant&#146;s common stock for the 2,308,823 shares issuable under
the 2004 Stock Incentive Plan and the Amended and Restated Stock Incentive
Plan, as amended, which are not subject to outstanding options.</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>

<!-- link1 " PART I" -->

<P align="center" style="font-size: 10pt"><B>PART I</B>



<DIV align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></DIV>


<!-- link2 " Item&nbsp;1. Plan Information" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;1. Plan Information.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information required by Item&nbsp;1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule&nbsp;428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;).

<!-- link2 " Item&nbsp;2. Registrant Information and Employee Plan Annual Information" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;2. Registrant Information and Employee Plan Annual Information.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The written statement required by Item&nbsp;2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule&nbsp;428(b)(1) of the Securities Act.

<!-- link1 " PART II" -->

<P align="center" style="font-size: 10pt"><B>PART II</B>



<DIV align="center" style="font-size: 10pt"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></DIV>


<!-- link2 " Item&nbsp;3. Incorporation of Documents by Reference" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;3. Incorporation of Documents by Reference.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The registrant is subject to the informational and reporting requirements
of Sections&nbsp;13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the &#147;Commission&#148;). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The registrant&#146;s latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant&#146;s latest fiscal year for which such statements have been filed.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a)&nbsp;above.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The description of the securities contained in the registrant&#146;s
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.


<P align="center" style="font-size: 10pt">- 1 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 " Item&nbsp;4. Description of Securities" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;4. Description of Securities.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 " Item&nbsp;5. Interests of Named Experts and Counsel" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of
the securities being offered by this registration statement.

<!-- link2 " Item&nbsp;6. Indemnification of Directors and Officers" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;6. Indemnification of Directors and Officers.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;SEVENTH of the Registrant&#146;s Fourth Restated Certificate of
Incorporation (the &#147;Restated Certificate&#148;) provides that, except to the extent
prohibited by the Delaware General Corporation Law (the &#147;DGCL&#148;), the
Registrant&#146;s directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Restated
Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director&#146;s duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in
good faith or involving international misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by the DGCL. This provision also does not affect the directors&#146;
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws. The Registrant has obtained liability
insurance for its officers and directors.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;EIGHTH of the Registrant&#146;s Restated Certificate provides that the
Registrant shall indemnify (a)&nbsp;each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Registrant), by reason of the
fact that such person is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving, or has agreed to serve, at the request
of the Registrant, as a director, officer, partner, employee or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (all such persons being
referred to hereafter as an &#147;Indemnitee&#148;), or by reason of any action alleged
to have been taken or omitted in such capacity, against all expenses (including
attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person or on such person&#146;s behalf in connection
with such action, suit or proceeding and any appeal therefrom, if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Registrant,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe the Indemnitee&#146;s conduct was unlawful and (b)&nbsp;any Indemnitee who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that the Indemnitee is or was, or
has agreed to become, a director or officer of the Registrant, or is or was
serving, or has agreed to serve, at the request of the Registrant, as a
director, officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys&#146; fees) and amounts paid in settlement actually and
reasonably incurred by or on behalf of the Indemnitee in connection with such
action, suit or


<P align="center" style="font-size: 10pt">- 2 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">proceeding and any appeal therefrom, if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant, unless a court determines
that, despite such adjudication but in view of all of the circumstances, the
Indemnitee is fairly and reasonably entitled to indemnification of such
expenses (including attorneys&#146; fees) which the court deems proper.
Notwithstanding the foregoing, to the extent that an Indemnitee has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, the Indemnitee will be indemnified by
the Registrant against all expenses (including attorneys&#146; fees) actually and
reasonably incurred in connection therewith. Expenses shall be advanced to an
Indemnitee at the Indemnitee&#146;s request, provided that the Indemnitee undertakes
to repay the amount advanced if it is ultimately determined that the Indemnitee
is not entitled to indemnification for such expenses.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director
or officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 30&nbsp;days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent
to the right of indemnification, the director or officer must give the
Registrant notice of the action for which indemnity is sought, and the
Registrant has the right to participate in such action or assume the defense
thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;EIGHTH of the Registrant&#146;s Restated Certificate further provides
that the indemnification provided therein is not exclusive.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant has purchased directors&#146; and officers&#146; liability insurance
that would indemnify its directors and officers against damages arising out of
certain kinds of claims that might be made against them based on their
negligent acts or omissions while acting in their capacity as such.
<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Underwriting Agreement dated June 17, 2004, by and between the Registrant and Credit Suisse First Boston LLC, as representative of the underwriters, provides that the underwriters are obligated, under certain circumstances, to indemnify directors, officers and controlling persons of the Registrant against certain liabilities, including liabilities under the Securities Act.

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Restated Certificate. The Registrant is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.

<!-- link2 " Item&nbsp;7. Exemption from Registration Claimed" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;7. Exemption from Registration Claimed.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.

<!-- link2 " Item&nbsp;8. Exhibits" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;8. Exhibits.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Exhibit&nbsp;Index immediately preceding the exhibits is incorporated
herein by reference.


<P align="center" style="font-size: 10pt">- 3 -
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<!-- link2 " Item&nbsp;9. Undertakings" -->

<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;9. Undertakings.</B>


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The undersigned registrant hereby undertakes:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20&nbsp;percent change in the maximum
aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement; and



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;


<P align="left" style="margin-left: 3%; text-indent: 0%; margin-right: 0%; font-size: 10pt"><I>provided, however, </I>that paragraphs (i)&nbsp;and (ii)&nbsp;do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section&nbsp;13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial <I>bona fide </I>offering thereof.



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial <I>bona fide </I>offering thereof.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the


<P align="center" style="font-size: 10pt">- 4 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<P align="left" style="margin-left: 0%; text-indent: 0%; margin-right: 0%; font-size: 10pt">foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.


<P align="center" style="font-size: 10pt">- 5 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<!-- link1 " SIGNATURES" -->

<P align="center" style="font-size: 10pt"><B>SIGNATURES</B>



<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C., on this 17<sup>th</sup> day of June, 2004.


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top">&nbsp;</TD>
    <TD colspan="3">BLACKBOARD INC.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000">/s/ Michael L. Chasen
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Michael L. Chasen&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2">Chief Executive Officer and President&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<P align="center" style="font-size: 10pt"><B>POWER OF ATTORNEY AND SIGNATURES</B>




<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of Blackboard Inc., hereby
severally constitute and appoint Michael L. Chasen, Peter Q. Repetti, Matthew
H. Small and Brent B. Siler, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement on
Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Blackboard
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" nowrap valign="top">/s/ Michael L. Chasen<BR>
<HR size="1" noshade align="left">
Michael L. Chasen</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Chief Executive Officer and Director<BR>
(Principal Executive Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Peter Q. Repetti<BR>
<HR size="1" noshade align="left">
Peter Q. Repetti</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Chief Financial Officer<BR>
(Principal Financial Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Michael J. Beach<BR>
<HR size="1" noshade align="left">
Michael J. Beach</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Vice President, Finance<BR>
(Principal Accounting Officer)
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Matthew L. Pittinsky<BR>
<HR size="1" noshade align="left">
Matthew L. Pittinsky</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Chairman of the Board of Directors
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Douglas A. Alexander<BR>
<HR size="1" noshade align="left">
Douglas A. Alexander</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Frank R. Gatti<BR>
<HR size="1" noshade align="left">
Frank R. Gatti</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Steven B. Gruber<BR>
<HR size="1" noshade align="left">
Steven B. Gruber</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>

    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 6 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center"><B>Signature</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Title</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Date</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ Arthur E. Levine<BR>
<HR size="1" noshade align="left">
Arthur E. Levine</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="center" nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom" style="padding-top: 1em">
    <TD align="left" nowrap valign="top">/s/ E. Rogers Novak, Jr.<BR>
<HR size="1" noshade align="left">
E. Rogers Novak, Jr.</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">
Director
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>June 17, 2004</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">- 7 -
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<!-- link1 " INDEX TO EXHIBITS" -->

<P align="center" style="font-size: 10pt"><B>INDEX TO EXHIBITS</B>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="65%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="85%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left"><B>Number</B><HR size="1" noshade></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Description</B><HR size="1" noshade></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.1(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Fourth Restated Certificate of Incorporation of the Registrant</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4.2(1)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Amended and Restated By-Laws of the Registrant</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to
the Registrant</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit&nbsp;5.1)</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ernst &#038; Young LLP</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">24.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Power of attorney (included on the signature pages of this
registration statement)</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top">
    <TD width="1%" nowrap align="right">(1)</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="96%">Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant&#146;s Registration Statement on Form S-1, as amended
(File No.&nbsp;333-113332) and incorporated herein by reference.</TD>
</TR>

</TABLE>




<P align="center" style="font-size: 10pt">
</DIV>
</BODY>
</HTML>
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{"company-data": {"conformed-name": "BLACKBOARD INC", "cik": "0001106942", "assigned-sic": "7372", "irs-number": "522081178", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116612", "film-number": "04869813"}, "business-address": {"street1": "1899 L ST NW", "street2": "5TH FLR", "city": "WASHINGTON", "state": "DC", "zip": "20036"}}
sv8
As filed with the
Securities and Exchange Commission on June 18, 2004
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BLACKBOARD INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
52-2081178
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
1899 L Street, N.W.
20036
Washington, DC
(Zip Code)
(Address of Principal Executive Offices)
2004 Stock Incentive Plan
Amended and Restated Stock Incentive Plan, as amended
(Full Title of the Plans)
Matthew L. Pittinsky
Chairman of the Board of Directors
1899 L Street, N.W.
Washington, DC 20036
(Name and Address of Agent For Service)
(202) 463-4860
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Maximum
Title of Securities
Amount to be
Offering Price Per
Aggregate
Amount of
to be Registered
Registered(1)
Share
Offering Price
Registration Fee
Common Stock, $0.01
par value per share
5,987,813 shares(2)
$
11.01
(3)
$
65,912,700
(3)
$
8,351
(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions.
(2)
Consists of (i) 1,887,692 shares issuable under the 2004 Stock Incentive
Plan and (ii) 4,100,121 shares issuable under the Amended and Restated
Stock Incentive Plan, as amended.
(3)
Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933, as amended. The
price per share and the aggregate offering price are calculated on the
basis of (a) $9.13, the weighted average exercise price of the
3,678,990 shares subject to outstanding option grants under the Amended and Restated
Stock Incentive Plan, as amended, at prices ranging from $0.02 to $19.49,
and (b) the initial public offering price of $14.00 per share  of the
Registrant's common stock for the 2,308,823 shares issuable under
the 2004 Stock Incentive Plan and the Amended and Restated Stock Incentive
Plan, as amended, which are not subject to outstanding options.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the securities contained in the registrant's
registration statement on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
- 1 -
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of
the securities being offered by this registration statement.
Item 6. Indemnification of Directors and Officers.
Article SEVENTH of the Registrant's Fourth Restated Certificate of
Incorporation (the "Restated Certificate") provides that, except to the extent
prohibited by the Delaware General Corporation Law (the "DGCL"), the
Registrant's directors shall not be personally liable to the Registrant or its
stockholders for monetary damages for any breach of fiduciary duty as directors
of the Registrant. Under the DGCL, the directors have a fiduciary duty to the
Registrant which is not eliminated by this provision of the Restated
Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of nonmonetary relief will remain available. In
addition, each director will continue to be subject to liability under the DGCL
for breach of the director's duty of loyalty to the Registrant, for acts or
omissions which are found by a court of competent jurisdiction to be not in
good faith or involving international misconduct, for knowing violations of
law, for actions leading to improper personal benefit to the director, and for
payment of dividends or approval of stock repurchases or redemptions that are
prohibited by the DGCL. This provision also does not affect the directors'
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws. The Registrant has obtained liability
insurance for its officers and directors.
Article EIGHTH of the Registrant's Restated Certificate provides that the
Registrant shall indemnify (a) each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Registrant), by reason of the
fact that such person is or was, or has agreed to become, a director or officer
of the Registrant, or is or was serving, or has agreed to serve, at the request
of the Registrant, as a director, officer, partner, employee or trustee of, or
in a similar capacity with, another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged
to have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person or on such person's behalf in connection
with such action, suit or proceeding and any appeal therefrom, if the
Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in, or not opposed to, the best interests of the Registrant,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe the Indemnitee's conduct was unlawful and (b) any Indemnitee who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that the Indemnitee is or was, or
has agreed to become, a director or officer of the Registrant, or is or was
serving, or has agreed to serve, at the request of the Registrant, as a
director, officer, partner, employee or trustee of, or in a similar capacity
with, another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan), or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses
(including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by or on behalf of the Indemnitee in connection with such
action, suit or
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proceeding and any appeal therefrom, if the Indemnitee acted in good faith
and in a manner the Indemnitee reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant, unless a court determines
that, despite such adjudication but in view of all of the circumstances, the
Indemnitee is fairly and reasonably entitled to indemnification of such
expenses (including attorneys' fees) which the court deems proper.
Notwithstanding the foregoing, to the extent that an Indemnitee has been
successful, on the merits or otherwise, including, without limitation, the
dismissal of an action without prejudice, the Indemnitee will be indemnified by
the Registrant against all expenses (including attorneys' fees) actually and
reasonably incurred in connection therewith. Expenses shall be advanced to an
Indemnitee at the Indemnitee's request, provided that the Indemnitee undertakes
to repay the amount advanced if it is ultimately determined that the Indemnitee
is not entitled to indemnification for such expenses.
Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director
or officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within 30 days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to indemnification. As a condition precedent
to the right of indemnification, the director or officer must give the
Registrant notice of the action for which indemnity is sought, and the
Registrant has the right to participate in such action or assume the defense
thereof.
Article EIGHTH of the Registrant's Restated Certificate further provides
that the indemnification provided therein is not exclusive.
The Registrant has purchased directors' and officers' liability insurance
that would indemnify its directors and officers against damages arising out of
certain kinds of claims that might be made against them based on their
negligent acts or omissions while acting in their capacity as such.
In addition, the Underwriting Agreement dated June 17, 2004, by and between the Registrant and Credit Suisse First Boston LLC, as representative of the underwriters, provides that the underwriters are obligated, under certain circumstances, to indemnify directors, officers and controlling persons of the Registrant against certain liabilities, including liabilities under the Securities Act.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent as to which indemnification will be
required or permitted under the Restated Certificate. The Registrant is not
aware of any threatened litigation or proceeding that may result in a claim for
such indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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Item 9. Undertakings.
1. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however,
that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the
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foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Washington, D.C., on this 17
th
day of June, 2004.
BLACKBOARD INC.
By:
/s/ Michael L. Chasen
Michael L. Chasen
Chief Executive Officer and President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Blackboard Inc., hereby
severally constitute and appoint Michael L. Chasen, Peter Q. Repetti, Matthew
H. Small and Brent B. Siler, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the registration statement on
Form S-8 filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Blackboard
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said registration statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ Michael L. Chasen
Michael L. Chasen
Chief Executive Officer and Director
(Principal Executive Officer)
June 17, 2004
/s/ Peter Q. Repetti
Peter Q. Repetti
Chief Financial Officer
(Principal Financial Officer)
June 17, 2004
/s/ Michael J. Beach
Michael J. Beach
Vice President, Finance
(Principal Accounting Officer)
June 17, 2004
/s/ Matthew L. Pittinsky
Matthew L. Pittinsky
Chairman of the Board of Directors
June 17, 2004
/s/ Douglas A. Alexander
Douglas A. Alexander
Director
June 17, 2004
/s/ Frank R. Gatti
Frank R. Gatti
Director
June 17, 2004
/s/ Steven B. Gruber
Steven B. Gruber
Director
June 17, 2004
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Signature
Title
Date
/s/ Arthur E. Levine
Arthur E. Levine
Director
June 17, 2004
/s/ E. Rogers Novak, Jr.
E. Rogers Novak, Jr.
Director
June 17, 2004
- 7 -
INDEX TO EXHIBITS
Number
Description
4.1(1)
Fourth Restated Certificate of Incorporation of the Registrant
4.2(1)
Amended and Restated By-Laws of the Registrant
5.1
Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to
the Registrant
23.1
Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5.1)
23.2
Consent of Ernst & Young LLP
24.1
Power of attorney (included on the signature pages of this
registration statement)
(1)
Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Registration Statement on Form S-1, as amended
(File No. 333-113332) and incorporated herein by reference.