As filed with the Securities and Exchange Commission on February 1, 2019
Registration No. 333-221587
Registration No. 333-223245
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-221587
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-223245
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SENDGRID, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-0554600
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(State or other Jurisdiction of
Incorporation)
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(IRS Employer
Identification No.)
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1801 California Street, Suite 500
Denver, CO 80202
888-985-7363
(Address, including ZIP Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)
SendGrid, Inc. 2009 Equity Incentive Plan, as amended
SendGrid, Inc. 2012 Equity Incentive Plan, as amended
SendGrid, Inc. 2017 Equity Incentive Plan
SendGrid, Inc. 2017 Employee Stock Purchase Plan
(Full Title of Plans)
Sameer Dholakia
Chief Executive Officer
1801 California Street, Suite 500
Denver, CO 80202
(888) 985-7363
(Name, Address, including ZIP Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
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Anthony J. McCusker, Esq.
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Karyn Smith, Esq.
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Richard A. Kline
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General Counsel
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Goodwin Procter LLP
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Twilio Inc.
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601 Marshall Street
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375 Beale Street, Suite 300
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Redwood City, California 94063
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San Francisco, California 94105
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(650) 752-3100
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(415) 390-2337
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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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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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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.
o
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments, filed by SendGrid, Inc., a Delaware corporation (the
“
Company
”), remove from registration all shares of the Company’s common stock, par value $0.001 per share (the “
Shares
”) registered under the following Registration Statements on Form S-8 filed by the Company (each, a “
Registration Statement
” and collectively, the “
Registration Statements
”) with the Securities and Exchange Commission (“
SEC
”):
·
Registration Statement No. 333-221587, filed with the SEC on November 15, 2017, which registered 367,967 Shares issuable upon the exercise of outstanding options granted under the Company’s 2009 Equity Incentive Plan, as amended, 11,660,943 Shares issuable upon the exercise of outstanding options granted under the Company’s 2012 Equity Incentive Plan, as amended (the “
2012 Plan
”), 652,172 Shares issuable upon settlement of restricted stock units granted under the 2012 Plan, 3,727,858 Shares reserved for future grant under the Company’s 2017 Equity Incentive Plan (the “
2017 Plan
”) and 791,833 Shares reserved for future grant under the Company’s 2017 Employee Stock Purchase Plan (the “
2017 ESPP
”); and
·
Registration Statement No. 333-223245, filed with the SEC on February 26, 2018, which registered 2,108,782 Shares pursuant to the 2017 Plan and 421,756 Shares under the 2017 ESPP.
On February 1, 2019, pursuant to the Agreement and Plan of Merger of Reorganization, dated as of October 15, 2018, as amended on December 13, 2018 (the
“
Agreement
”), by and among the Company, Twilio Inc., a Delaware corporation (“
Twilio
”), and Topaz Merger Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Twilio (“
Merger
Sub
”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Twilio (the “
Merger
”).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to the above-referenced Registration Statements. In accordance with an undertaking made by the Company in Part II of each of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration all securities of the Company registered under the Registration Statements that remain unsold as of the date of this Post-Effective Amendment.
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