As filed with the Securities and Exchange Commission on May 1, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
TESLA, INC.
(Exact name
of Registrant as specified in its charter)
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Delaware
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91-2197729
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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3500 Deer Creek Road
Palo Alto, California 94304
(650)
681-5000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Elon Musk
Chief Executive
Officer
Tesla, Inc.
3500 Deer Creek Road
Palo
Alto, California 94304
(650)
681-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Larry W. Sonsini
Mark B. Baudler
Andrew D.
Hoffman
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo
Alto, California 94304
(650)
493-9300
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Jonathan A. Chang
M. Yun Huh
Rakhi I.
Patel
Tesla, Inc.
3500 Deer Creek Road
Palo
Alto, California 94304
(650)
681-5000
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Kevin P. Kennedy
Simpson Thacher & Bartlett LLP
2475 Hanover Street
Palo
Alto, California 94304
(650)
251-5000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If the Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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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Non-accelerated filer
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☐
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Smaller reporting company ☐
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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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)(2)
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Proposed Maximum
Offering Price
Per Unit(1)(2)
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Proposed Maximum
Aggregate
Offering Price(1)(2)
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Amount of
Registration Fee(3)
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Common Stock $0.001 par value(4)(5)
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Debt Securities
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Total(6)
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(1)
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An indeterminate number of or aggregate principal amount of the securities of each identified class is being
registered as may at various times be issued at indeterminate prices.
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(2)
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Not applicable pursuant to General Instruction II.D. of Form
S-3
under
the Securities Act of 1933.
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(3)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all
of the registration fee. Any registration fees will be paid subsequently on a
pay-as-you-go
basis in accordance with Rule 457(r).
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(4)
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In addition to any securities that may be registered hereunder, we are also registering an indeterminate number
of shares of common stock as may be issued upon conversion or exercise of the securities issued directly hereunder. No separate consideration will be received for any shares of common stock so issued upon conversion or exercise.
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(5)
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The common stock registered hereunder may be sold by us or any of the selling stockholders, separately, or in
combination with us, at various times.
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(6)
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The securities registered hereunder may be sold separately, or in a combination with other securities registered
hereby.
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