Form S-8 - Securities to be offered to employees in employee benefit plans
27 February 2024 - 9:23AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 26, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Rivian Automotive, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware |
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47-3544981 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Address of principal executive offices) (Zip code)
RIVIAN AUTOMOTIVE, INC. 2021 INCENTIVE AWARD PLAN
RIVIAN AUTOMOTIVE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Robert J.
Scaringe
Chief Executive Officer
Rivian Automotive, Inc.
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
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Marc D. Jaffe, Esq. |
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Michael Callahan, Esq. |
Tad J. Freese, Esq. |
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Chief Legal Officer |
Alison A. Haggerty, Esq. |
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Rivian Automotive, Inc. |
Latham & Watkins LLP |
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14600 Myford Road |
1271 Avenue of the Americas |
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Irvine, California 92606 |
New York, New York 10020 |
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(888) 748-4261 |
(212) 906-1200 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional
48,386,895 shares of Rivian Automotive, Inc.s (the Registrant) Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the 2021 Plan) and an additional 9,677,379 shares
of the Registrants Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the 2021 ESPP) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 (File Nos.
333-260943,
333-264030 and 333-270139), filed with the Securities and Exchange
Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.
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 the City of Irvine, State of
California, on February 26, 2024.
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RIVIAN AUTOMOTIVE, INC. |
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By: |
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/s/ Robert J. Scaringe |
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Robert J. Scaringe |
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Chief Executive Officer, Chairman of the Board of Directors |
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(Principal Executive Officer) |
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints Robert J. Scaringe and Claire McDonough, or each of them singly,
with full power to act without the other, such persons true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this
registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable 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 that said attorneys-in-fact and agents, or any of them, or their or his or
her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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.
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Signature |
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Title |
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Date |
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/s/ Robert J. Scaringe
Robert J. Scaringe |
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Chief Executive Officer,
Chairman of the Board of Directors
(Principal Executive Officer) |
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February 26, 2024 |
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/s/ Claire McDonough
Claire McDonough |
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Chief Financial Officer
(Principal Financial Officer) |
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February 26, 2024 |
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/s/ Jeffrey R. Baker
Jeffrey R. Baker |
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Chief Accounting Officer
(Principal Accounting Officer) |
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February 26, 2024 |
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/s/ Karen Boone
Karen Boone |
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Director |
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February 26, 2024 |
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/s/ Sanford Schwartz
Sanford Schwartz |
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Director |
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February 26, 2024 |
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/s/ Rose Marcario
Rose Marcario |
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Director |
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February 26, 2024 |
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/s/ Peter Krawiec
Peter Krawiec |
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Director |
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February 26, 2024 |
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/s/ Jay Flatley
Jay Flatley |
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Director |
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February 26, 2024 |
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/s/ Pamela Thomas-Graham
Pamela Thomas-Graham |
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Director |
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February 26, 2024 |
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/s/ John Krafcik
John Krafcik |
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Director |
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February 26, 2024 |
Exhibit 5.1
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1271 Avenue of the Americas |
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New York, New York 10020-1401 |
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Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Austin |
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Milan |
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Beijing |
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Munich |
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Boston |
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New York |
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Brussels |
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Orange County |
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Century City |
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Paris |
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Chicago |
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Riyadh |
February 26, 2024 |
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Dubai |
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San Diego |
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Düsseldorf |
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San Francisco |
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Frankfurt |
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Seoul |
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Hamburg |
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Silicon Valley |
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Hong Kong |
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Singapore |
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Houston |
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Tel Aviv |
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London |
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Tokyo |
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Los Angeles |
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Washington, D.C. |
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Madrid |
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Rivian Automotive, Inc.
14600
Myford Road
Irvine, California 92606
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Re: |
Registration Statement on Form S-8; 58,064,274 shares of
Class A Common Stock, par value $0.001 per share, of Rivian Automotive, Inc. |
Ladies and Gentlemen:
We have acted as special counsel to Rivian Automotive, Inc., a Delaware corporation (the Company), in connection with the
preparation and filing by the Company with the Securities and Exchange Commission of a registration statement on Form S8 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities
Act), relating to the issuance of up to an aggregate of 58,064,274 shares (the Shares) of the Companys Class A common stock, par value $0.001 per share (the Class A Common
Stock), consisting of (i) 43,386,895 shares of Class A Common Stock which may be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the 2021 Plan) and (ii) 9,677,379 shares of Class A
Common Stock which may be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the 2021 ESPP, and together with the 2021 Plan, the Plans and each, a Plan). This
opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of
the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to
the General Corporation Law of the State of Delaware, as amended (the DCGL), and we express no opinion with respect to any other laws.
February 26, 2024
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as
of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess
of par value in the circumstances contemplated by the applicable Plan, assuming in each case that the individual grants or awards under the applicable Plan are duly authorized by all necessary corporate action and duly granted or awarded and
exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary
corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated
shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you
and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.
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Very truly yours, |
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/s/ Latham & Watkins LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our reports dated February 26, 2024, with respect to the consolidated financial statements of Rivian Automotive, Inc., and
the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Detroit, Michigan
February 26, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Rivian Automotive,
Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1Newly Registered Securities
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Security Type |
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Security
Class Title |
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Fee
Calculation
Rule |
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Amount
to be
Registered (1) |
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Proposed
Maximum
Offering Price Per Unit |
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Maximum
Aggregate Offering
Price |
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Fee
Rate |
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Amount of
Registration Fee |
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Equity |
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Class A common stock, $0.001 par value per share |
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Rule 457(c) and Rule 457(h) |
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58,064,274 (2) |
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$11.655 (3) |
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$676,739,113.47 |
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$147.60 per $1,000,000 |
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$99,886.69 |
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Total Offering Amounts |
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$676,739,113.47 |
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$99,866.69 |
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Total Fee Offsets (4) |
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$ 0 |
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Net Fee Due |
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$99,886.69 |
(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 an additional 48,386,895 shares of Class A common stock issuable under the Rivian Automotive,
Inc. 2021 Incentive Award Plan (the 2021 Plan) pursuant to the terms of the 2021 Plan and an additional 9,677,379 shares of Class A common stock issuable under the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the
2021 ESPP) pursuant to the terms of the 2021 ESPP. |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended, and based upon the average of the high and low prices of Rivian Automotive, Inc.s (the Registrant) Class A common stock as reported on The Nasdaq Global Select Market on February 22,
2024. |
(4) |
The Registrant does not have any fee offsets. |
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