Securities Registration: Employee Benefit Plan (s-8)
02 May 2018 - 8:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 1, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Snap Inc.
(Exact name of Registrant as specified in its charter)
Delaware
|
|
45-5452795
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(State
or
other jurisdiction
of
incorporation
or
organization)
|
|
(I.R.S. Employer Identification
No.)
|
63 Market Street
Venice, California 90291
(310) 399-3339
(Address of principal executive offices) (Zip code)
Snap Inc. 2017 Equity Incentive Plan
(Full title of the plan)
Evan Spiegel
Chief Executive Officer
Snap Inc.
63 Market Street
Venice, California 90291
(310) 399-3339
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Michael O’Sullivan
Atul Porwal
Snap Inc.
63 Market Street
Venice, California 90291
(310) 399-3339
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.
Large
accelerated
filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated
filer
|
☒
(Do
not
check
if
a
smaller
reporting
company)
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☒
|
If an emerging growth company, indicate by checkmark 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
Title of securities
to be registered
|
Amount to be
registered (1)
|
Proposed maximum
offering price per Share
|
Proposed maximum
aggregate offering price
|
Amount of
registration fee
|
Class A common stock, par value
$0.00001 per share
|
61,110,089 (2)
|
$14.27
(3)
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$872,040,971
|
$108,570
|
Total
|
61,110,089
|
|
$872,040,971
|
$108,570
|
(1)
|
Pursuant to Rule 416(a) promulgated under the Securities
Act
of 1933, as amended (the “Securities
Act”),
this Registration Statement will also cover any additional shares of Registrant’s Class A common stock that become issuable under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”)
set
forth herein by reason of any stock dividend, stock split, recapitalization, or other
similar
transaction effected that results in an increase to the number of outstanding shares of Registrant’s Class A common
stock.
|
(2)
|
Represents 61,110,089 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2017 Plan on January 1, 2018 pursuant to an annual “evergreen” increase provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2018 and continuing through January 1, 2027, by the lesser of (a) 5.0% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year, and (b) a number of shares determined by the Registrant’s board of directors.
|
(3)
|
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the
New
York Stock Exchange on April 30,
2018.
|
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
This
Registration
Statement
on
Form
S-8
is
being
filed
to
register
an
additional
61,110,089
shares
of
Class
A
common stock under the 2017 Equity Incentive Plan (the “2017 Plan”) as a result of an evergreen provision in the 2017 Plan providing that
the
total
number
of
Class
A
common
stock
shares
reserved
for
issuance
under
the
2017
Plan
will
be
automatically
increased as of the first day of each fiscal year, starting on January
1,
2018.
These additional shares of Class A common stock are securities of the
same
class as other securities for which the Registration
Statement
on Form S-8 (File
No.
333-216495) (“Prior Registration Statement”) was filed with the Securities and Exchange Commission on March
7,
2017. In accordance
with
Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein
by
reference and made a part of this Registration Statement on Form
S-8.
SIGNATURES
Pursuant to the requirements of the Securities
Act
of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement
to be signed on its behalf by the undersigned, thereunto
duly
authorized, in the City
of
Venice,
State
of California,
on
this 1
st
day of May,
2018.
SNAP INC.
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By:
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/s/ Evan Spiegel
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Evan Spiegel
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Chief Executive Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
,
that
each
person
whose
signature
appears
below
constitutes
and
appoints Evan Spiegel,
Michael
O’Sullivan, and Andrew Vollero, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign
any
and
all
amendments
to
this
Registration
Statement
(including
post-effective
amendments),
and
to
sign
any
registration statement
for
the
same
offering
covered
by
this
Registration
Statement
that
is
to
be
effective
upon
filing
pursuant
to
Rule
462(b) promulgated
under
the
Securities
Act,
and
all
post-effective
amendments
thereto,
and
to
file
the
same,
with
all
exhibits
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 to be done in connection therewith, as fully to all intents and purposes as
he
or
she
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her, or their substitute or substitutes,
may
lawfully do or cause to
be
done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Evan Spiegel
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Chief Executive Officer and Director
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May 1, 2018
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Evan Spiegel
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(Principal Executive Officer)
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/s/ Robert Murphy
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Director and Chief Technology Officer
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May 1, 2018
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Robert Murphy
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/s/ Andrew Vollero
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Chief Financial Officer
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May 1, 2018
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Andrew Vollero
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(Principal Financial Officer)
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/s/ Lara Sweet
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Chief Accounting Officer
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May 1, 2018
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Lara Sweet
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(Principal Accounting Officer)
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/s/ Joanna Coles
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Director
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May 1, 2018
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Joanna Coles
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/s/ A.G. Lafley
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Director
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May 1, 2018
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A.G. Lafley
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/s/ Mitchell Lasky
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Director
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May 1, 2018
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Mitchell Lasky
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/s/ Michael Lynton
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Director
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May 1, 2018
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Michael Lynton
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/s/ Stanley Meresman
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Director
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May 1, 2018
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Stanley Meresman
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/s/ Scott D. Miller
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Director
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May 1, 2018
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Scott D. Miller
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/s/ Christopher Young
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Director
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May 1, 2018
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Christopher Young
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