As filed with the Securities and Exchange Commission on February 27, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUOTIENT TECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0485123 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
400 Logue Avenue
Mountain View, California 94043
(650) 605-4600
(Address, including Zip Code, of Principal Executive Offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plan)
Mir Aamir
President and Chief Executive Officer
Quotient Technology Inc.
400 Logue Avenue
Mountain View, California 94043
(650) 605-4600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| J. Carlton Fleming Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
Connie Chen, Esq. Quotient Technology Inc. General Counsel 400 Logue Avenue Mountain View, California 94043 (650) 605-4600 |
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 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 Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
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| ||||||||
| Title of Securities to be Registered |
Proposed Maximum Amount to be Registered (1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, par value $0.00001 per share, reserved for issuance pursuant to the 2013 Equity Incentive Plan |
3,799,808(2) | $10.06(4) | $38,226,068.48 | $4,633.00 | ||||
| Common Stock, par value $0.00001 per share, reserved for issuance pursuant to the 2013 Employee Stock Purchase Plan |
400,000(3) | $8.55(5) | $3,420,000.00 | $414.51 | ||||
| TOTAL |
4,199,808 | $41,646,068.48 | $5,047.51 | |||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the Registrant’s 2013 Employee Stock Purchase Plan, as amended (the “ESPP”) by reason of any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock. |
| (2) | Reflects an automatic annual increase of 3,799,808 on January 1, 2019 to the number of shares of Registrant’s Common Stock reserved for issuance under the 2013 Plan, which annual increase is provided for in the 2013 Plan. |
| (3) | Reflects an automatic annual increase of 400,000 on January 1, 2019 to the number of shares of Registrant’s Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP. |
| (4) | Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of $10.06 per share, which represents the average of the high and low price per share of the Registrant’s common stock on February 26, 2019 as reported on the New York Stock Exchange. |
| (5) | Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $10.06, which represents the average of the high and low price per share of the Registrant’s common stock on February 26, 2019 as reported on the New York Stock Exchange. Pursuant to the ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date. |
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of Common Stock of Quotient Technology Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the 2013 Employee Stock Purchase Plan, as amended (the “ESPP”). The number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors. The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (c) an amount determined by our board of directors.
On January 1, 2019, the number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan and the ESPP increased by 3,799,808 shares and 400,000 shares, respectively. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2013 Plan and the ESPP. Accordingly, the contents of (i) the Registrant’s Registration Statement on Form S-8 (No. 333-194495) filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2014, (ii) the Registrant’s Registration Statement on Form S-8 (No. 333-202873) filed with the Commission on March 19, 2015, (iii) the Registrant’s Registration Statement on Form S-8 (No. 333-210119) filed with the Commission on March 11, 2016, (iv) the Registrant’s Registration Statement on Form S-8 (No. 333-216540) filed with the Commission on March 8, 2017 and (v) the Registrant’s Registration Statement on Form S-8 (No. 333-223092) filed with the Commission on February 16, 2018, are incorporated herein by reference pursuant to General Instruction E of Form S-8.
PART I
The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:
| (1) | The contents of the earlier registration statements on Form S-8 relating to the 2013 Plan and the ESPP, previously filed with the SEC on March 12, 2014 (No. 333-194495), March 19, 2015 (No. 333-202873), March 11, 2016 (No. 333-210119), March 8, 2017 (No. 333-216540), and February 16, 2018 (No. 333-223092). |
| (2) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on February 27, 2019 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
| (3) | All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and |
| (4) | The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36331) filed with the Commission on March 4, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
| (5) | All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. |
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for 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 such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on this 27th day of February, 2019.
| Quotient Technology Inc. | ||
| By: | /s/ Mir Aamir | |
| Mir Aamir | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mir Aamir, Ronald Fior and Connie Chen, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Mir Aamir Mir Aamir |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 27, 2019 | ||
| /s/ Ronald Fior Ronald Fior |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 27, 2019 | ||
| /s/ Steven Boal Steven Boal |
Executive Chairman of the Board of Directors |
February 27, 2019 | ||
| /s/ Jody Gessow Jody Gessow |
Director |
February 27, 2019 | ||
| /s/ Steve Horowitz Steve Horowitz |
Director |
February 27, 2019 | ||
| /s/ Robert McDonald Robert McDonald |
Director |
February 27, 2019 | ||
| /s/ Michelle McKenna Michelle McKenna |
Director |
February 27, 2019 | ||
| /s/ David Oppenheimer David Oppenheimer |
Director |
February 27, 2019 | ||
| /s/ Scott Raskin Scott Raskin |
Director |
February 27, 2019 | ||
| /s/ Christy Wyatt Christy Wyatt |
Director |
February 27, 2019 | ||