As filed with the Securities and Exchange Commission on August 7, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Zynga Inc.
(Exact name
of Registrant as specified in its charter)
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Delaware |
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42-1733483 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
699 Eighth Street
San Francisco, CA 94103
(855) 449-9642
(Address
of principal executive offices) (Zip code)
2011 Equity
Incentive Plan
2011 Employee Stock Purchase Plan
(Full title of the plan)
David Lee
Zynga Inc.
699
Eighth Street
San Francisco, CA 94103
(855) 449-9642
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
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Thomas Ivey, Esq. |
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Devang S. Shah |
Skadden, Arps, Slate, Meagher & Flom LLP |
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Zynga Inc. |
525 University Ave., #1400 |
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699 Eighth Street |
Palo Alto, California 94301 |
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San Francisco, CA 94103 |
(650) 470-4500 |
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(855) 449-9642 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting 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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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered |
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Amount
to be Registered (1) |
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Proposed
Maximum
Offering Price Per
Share |
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Proposed
Maximum Aggregate
Offering Price |
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Amount of
Registration Fee |
Class A common stock, $0.00000625 par value per share |
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2011 Equity Incentive Plan |
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36,234,403(2) |
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$2.54(3) |
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$92,035,383.62(3) |
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$10,694.51 |
2011 Employee Stock Purchase Plan |
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18,117,201(4) |
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$2.159(5) |
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$39,115,036.96(5) |
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$4,545.17 |
TOTAL: |
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54,351,604 |
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$131,150,420.58 |
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$15,239.68 |
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(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrants Class A common stock that become issuable under the 2011
Equity Incentive Plan, as amended on June 11, 2015 (2011 Plan) and/or 2011 Employee Stock Purchase Plan, as amended on August 15, 2012 (2011 ESPP) by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of Class A common stock. |
(2) |
Represents shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2011 Plan on January 1, 2015 pursuant to an evergreen provision contained in the 2011
Plan. Pursuant to such provision, on January 1st of each year commencing in 2012 and continuing through and including January 1, 2021, the number of shares authorized for issuance under the 2011 Plan is automatically increased by four percent (4%)
of the aggregate number of shares of the Registrants capital stock outstanding on December 31st of the preceding calendar year, or such lesser number of shares that may be determined by the Registrants Board of Directors.
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(3) |
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on a per share price of $2.54, the average of the high and low prices of the Registrants Class A
common stock on July 31, 2015, as reported on the NASDAQ Global Select Market. |
(4) |
Represents shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2011 ESPP on January 1, 2015 pursuant to an evergreen provision contained in the 2011
ESPP. Pursuant to such provision, on January 1st of each year commencing in 2012 and continuing through and including January 1, 2021, the number of shares authorized for issuance under the 2011 ESPP is automatically increased by the lesser of (i)
two percent (2%) of the aggregate number of shares of the Registrants capital stock outstanding on December 31st of the preceding calendar year, (ii) 25,000,000 shares of Class A common stock, or (iii) such lesser number of shares that may be
determined by the Registrants Board of Directors. |
(5) |
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on 85% of a per share price of $2.54, the average of the high and low prices of the Registrants
Class A common stock on July 31, 2015, as reported on the NASDAQ Global Select Market. Pursuant to the 2011 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of Class A common stock to be issued thereunder will
be 85% of the lower of the fair market value of the Class A common stock on the first trading day of the offering period or on the applicable purchase date. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an additional 36,234,403 shares of Class A
Common Stock of Zynga Inc. (the Company) to be issued pursuant to the Zynga Inc. 2011 Equity Incentive Plan, as amended on June 11, 2015 and (ii) an additional 18,117,201 shares of Class A Common Stock of the Company to be
issued pursuant to the Zynga Inc. 2011 Employee Stock Purchase Plan, as amended on August 15, 2012.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant
with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) The contents of the
earlier registration statement relating to the 2011 Equity Incentive Plan and the 2011 Employee Stock Purchase Plan, previously filed with the Securities and Exchange Commission on December 15, 2011 (File No. 333-175298) are incorporated
herein by reference and made a part of this Registration Statement;
(b) The Registrants Annual Report on Form 10-K for the fiscal
year ended December 31, 2014, filed with the Securities and Exchange Commission on February 24, 2015 (the FY 2014 Annual Report);
(c) To the extent incorporated by reference in the FY 2014 Annual Report, the Registrants Definitive Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on April 28, 2015;
(d) The Registrants Quarterly Reports on Form 10-Q filed
with the Securities and Exchange Commission on May 7, 2015 and August 7, 2015; and
(e) The Registrants Current Reports on
Form 8-K filed with the Securities and Exchange Commission on February 12, 2015, April 8, 2015, April 23, 2015, April 27, 2015, May 6, 2015, June 12, 2015, June 15, 2015 and
July 2, 2015, provided that any such report (or portion thereof) furnished on Form 8-K shall not be incorporated by reference into this Registration Statement.
All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers 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, except as to any portion of any future annual, quarterly or current report of the registrant or document that is not deemed filed under such provisions. Unless
expressly incorporated into this Registration Statement, a report (or portion thereof) furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document 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 statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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Incorporated by Reference |
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Exhibit No. |
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Description of Exhibit |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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6/13/2014 |
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3.2 |
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Amended and Restated Bylaws of Zynga Inc. |
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S-1/A |
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333-175298 |
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3.4 |
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11/17/2011 |
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4.1 |
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Form of Zynga Inc. Class A Common Stock Certificate. |
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S-1/A |
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333-175298 |
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4.1 |
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11/4/2011 |
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4.2 |
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Zynga Inc. 2011 Equity Incentive Plan, as amended on June 11, 2015 (included as Appendix A to Schedule 14A). |
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DEF 14A |
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001-35375 |
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4/28/2015 |
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4.3 |
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Forms of Stock Option Grant Notice and Stock Option Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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S-1/A |
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333-175298 |
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10.5 |
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11/17/2011 |
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4.4 |
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Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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10-Q |
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333-35375 |
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10.3 |
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05/08/2012 |
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4.5 |
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Form of Performance Award Agreement under Zynga Inc. 2011 Equity Incentive Plan |
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8-K |
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001-35375 |
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10.1 |
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03/14/2014 |
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4.6 |
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Zynga Inc. 2011 Employee Stock Purchase Plan, as amended on August 15, 2012. |
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X |
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5.1 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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X |
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23.1 |
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Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included on the signature page of this Form S-8). |
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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 San Francisco, State of California, on this 4th day
of August, 2015.
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ZYNGA INC. |
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By: |
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/s/ Mark Pincus |
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Mark Pincus |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Pincus and Devang S.
Shah, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective 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 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 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 substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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/ Mark Pincus
Mark Pincus |
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Chief Executive Officer and Chairman of the Board of Directors
(Principal Executive Officer) |
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August 4, 2015 |
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/s/ David Lee
David Lee |
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Chief Financial Officer
(Principal Financial Officer) |
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August 5, 2015 |
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/s/ Michelle Quejado
Michelle Quejado |
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Chief Accounting Officer
(Principal Accounting Officer) |
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August 4, 2015 |
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/s/ L. John Doerr
L. John Doerr |
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Director |
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August 3, 2015 |
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/s/ Regina E. Dugan
Regina E. Dugan |
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Director |
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August 6, 2015 |
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/s/ William Bing Gordon
William Bing Gordon |
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Director |
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August 4, 2015 |
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/s/ Louis J. Lavigne, Jr.
Louis J. Lavigne, Jr. |
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Director |
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August 3, 2015 |
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/s/ Sunil Paul
Sunil Paul |
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Director |
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August 3, 2015 |
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/s/ Ellen F. Siminoff
Ellen F. Siminoff |
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Director |
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August 5, 2015 |
EXHIBIT INDEX
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Incorporated by Reference |
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Exhibit No. |
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Description of Exhibit |
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Form |
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File No. |
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Exhibit |
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Filing Date |
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Filed Herewith |
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3.1 |
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Amended and Restated Certificate of Incorporation of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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6/13/2014 |
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3.2 |
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Amended and Restated Bylaws of Zynga Inc. |
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S-1/A |
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333-175298 |
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3.4 |
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11/17/2011 |
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4.1 |
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Form of Zynga Inc. Class A Common Stock Certificate. |
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S-1/A |
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333-175298 |
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4.1 |
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11/4/2011 |
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4.2 |
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Zynga Inc. 2011 Equity Incentive Plan, as amended on June 11, 2015 (included as Appendix A to Schedule 14A). |
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DEF 14A |
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001-35375 |
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4/28/2015 |
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4.3 |
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Forms of Stock Option Grant Notice and Stock Option Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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S-1/A |
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333-175298 |
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10.5 |
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11/17/2011 |
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4.4 |
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Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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10-Q |
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333-35375 |
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10.3 |
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05/08/2012 |
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4.5 |
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Form of Performance Award Agreement under Zynga Inc. 2011 Equity Incentive Plan |
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8-K |
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001-35375 |
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10.1 |
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03/14/2014 |
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4.6 |
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Zynga Inc. 2011 Employee Stock Purchase Plan, as amended on August 15, 2012. |
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X |
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5.1 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
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X |
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23.1 |
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Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.1). |
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X |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
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24.1 |
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Power of Attorney (included on the signature page of this Form S-8). |
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Exhibit 4.6
ZYNGA INC.
2011 EMPLOYEE STOCK PURCHASE PLAN
ADOPTED BY THE BOARD OF DIRECTORS:
SEPTEMBER 14, 2011
APPROVED BY THE STOCKHOLDERS:
NOVEMBER 28, 2011
AMENDED AUGUST 15, 2012
(a) The Plan provides a means by
which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees.
(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new
Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations.
(c) This Plan includes two components: a 423 Component and a Non-423 Component. It is the intention of the Company to have the 423
Component qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, shall be construed in a manner that is consistent with the requirements of Section 423 of the Code. In addition, this Plan authorizes the
grant of Purchase Rights under the Non-423 Component that does not meet the requirements of an Employee Stock Purchase Plan because of deviations necessary to permit participation in the Plan by Employees who are foreign nationals or employed
outside of the United States while complying with applicable foreign laws; such Purchase Rights shall be granted pursuant to rules, procedures or subplans adopted by the Board designed to achieve these objectives for Eligible Employees and the
Company and its Related Corporations. Except as otherwise provided herein or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component.
(d) If a Participant transfers employment from the Company or any Designated 423 Corporation participating in the 423 Component to a
Designated Non-423 Corporation participating in the Non-423 Component, he or she shall immediately cease to participate in the 423 Component; however, any Contributions made for the Purchase Period in which such transfer occurs shall be transferred
to the Non-423 Component, and such Participant shall immediately join the then current Offering under the Non-423 Component upon the same terms and conditions in effect for his or her participation in the Plan, except for such modifications as may
be required by applicable law. A Participant who transfers employment from a Designated Non-423 Corporation participating in the Non-423 Component to the Company or any Designated 423 Corporation participating in the 423 Component shall remain a
Participant in the Non-423 Component until the earlier of (i) the end of the current Offering Period under the Non-423 Component, or (ii) the Offering Date of the first Offering in which he or she participates
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following such transfer. If a Participant transfers employment to either a Related Corporation or an Affiliate that is not a Designated Company, he or she shall immediately cease to participate
in the on-going Offering and his or her accumulated, unused Contributions will be returned as soon as possible.
(a) The Board will administer the Plan unless and
until the Board delegates administration of the Plan to a Committee or Committees, as provided in Section 2(c).
(b) The Board
will have the power, subject to, and within the limitations of, the express provisions of the Plan:
(i) To determine how and when
Purchase Rights will be granted and the provisions of each Offering (which need not be identical), including which Designated 423 Corporations and Designated Non-423 Corporations shall participate in the 423 Component or the Non-423 Component.
(ii) To designate from time to time which Related Corporations of the Company will be eligible to participate in the Plan as Designated
423 Corporations and Designated Non-423 Corporations and which Affiliates will be eligible to participate in the Plan as Designated Non-423 Corporations.
(iii) To construe and interpret the Plan and Purchase Rights, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make the Plan fully effective.
(iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan.
(v) To suspend or terminate the Plan at any time as provided in Section 12.
(vi) To amend the Plan at any time as provided in Section 12.
(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of
the Company and its Related Corporations and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan.
(viii) To adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees who are
foreign nationals or employed outside the United States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures and subplans, which, for purposes of the Non-423
Component, may be outside the scope of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, handling and making of Contributions,
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establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation
requirements, withholding procedures and handling of share issuances, which may vary according to local requirements.
(c) The
Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be
to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may retain the authority to concurrently administer the Plan with
the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions
of policy and expediency that may arise in the administration of the Plan.
(d) All determinations, interpretations and
constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons.
3. |
SHARES OF COMMON STOCK SUBJECT TO THE PLAN. |
(a) Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the maximum number of shares of Common Stock
that may be issued under the Plan will not exceed 8,500,000 shares of Common Stock, plus the number of shares that are automatically added on January 1st of each year for a period of up to ten years, commencing on the first January 1
following the IPO Date and ending on (and including) January 1, 2021, in an amount equal to the lesser of (i) 2% of the total number of shares of Capital Stock outstanding on December 31st of the preceding calendar year, and
(ii) 25,000,000 shares of Common Stock. Notwithstanding the foregoing, the Board may act prior to the first day of any calendar year to provide that there will be no January 1st increase in the share reserve for such calendar year or that
the increase in the share reserve for such calendar year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the preceding sentence.
(b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not
purchased under such Purchase Right will again become available for issuance under the Plan.
(c) The stock purchasable under the
Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market.
4. |
GRANT OF PURCHASE RIGHTS; OFFERING. |
(a) The Board may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering on
Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will deem
3
appropriate, and with respect to the 423 Component will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and
privileges. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which
the Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.
(b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms
delivered to the Company: (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have
identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase Right if different Purchase Rights have identical exercise prices) will be exercised.
(c) The Board will have the discretion to structure an Offering so that if the Fair Market Value of the shares of Common Stock on the
first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of the shares of Common Stock on the Offering Date, then (i) that Offering will terminate immediately as of that first Trading Day,
and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of such new Purchase Period.
(a) Purchase Rights may be granted only to Employees
of the Company or, as the Board may designate in accordance with Section 2(b), to Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b), an Employee will not be eligible to be granted Purchase Rights
unless, on the Offering Date, the Employee has been in the employ of the Company, a Related Corporation or an Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the
required period of continuous employment be equal to or greater than two years. In addition, the Board may (unless prohibited by law) provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering
Date, such Employees customary employment with the Company, the Related Corporation or the Affiliate is more than 20 hours per week and more than five months per calendar year or such other criteria as the Board may determine consistent with
Section 423 of the Code.
(b) The Board may provide that each person who, during the course of an Offering, first becomes an
Eligible Employee shall, on or after the day on which such person becomes an Eligible Employee, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of that Offering. Such Purchase Right will have
the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that:
(i) the
date on which such Purchase Right is granted will be the Offering Date of such Purchase Right for all purposes, including determination of the exercise price of such Purchase Right;
4
(ii) the period of the Offering with respect to such Purchase Right will begin on its
Offering Date and end coincident with the end of the original Offering; and
(iii) the Board may provide that if such person first
becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering.
(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation (unless otherwise required by law). For purposes of this Section 5(c), the
rules of Section 424(d) of the Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee.
(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase
Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations, do not permit such Eligible Employees rights to purchase stock of the Company or any Related Corporation to
accrue at a rate which exceeds $25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their respective Offering Dates) for each calendar year in which
such rights are outstanding at any time.
(e) Officers of the Company and any Designated Company, if they are otherwise Eligible
Employees, will be eligible to participate in Offerings under the Plan. Notwithstanding the foregoing, the Board may (unless prohibited by law) provide in an Offering that Employees who are highly compensated Employees within the meaning of
Section 423(b)(4)(D) of the Code will not be eligible to participate.
6. |
PURCHASE RIGHTS; PURCHASE PRICE. |
(a) On each Offering Date, each Eligible Employee will be granted a Purchase Right under the applicable Offering to purchase up to that
number of shares of Common Stock purchasable either with a percentage or with a maximum dollar amount, as designated by the Board but in either case not exceeding 15%, of such Employees earnings (as defined by the Board in each Offering)
during the period that begins on the Offering Date (or such other date as the Board determines for a particular Offering) and ends on the date stated in the Offering, which date will be no later than the end of the Offering.
(b) The Board will establish one or more Purchase Dates during an Offering on which Purchase Rights granted for that Offering will be
exercised and shares of Common Stock will be purchased in accordance with such Offering.
5
(c) In connection with each Offering made under the Plan, the Board may specify (i) a
maximum number of shares of Common Stock that may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such
Offering and/or (iii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase
Rights granted under the Offering would exceed any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participants accumulated Contributions) allocation of the shares of Common Stock
available will be made in as nearly a uniform manner as will be practicable and equitable.
(d) The purchase price of shares of
Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of:
(i) an amount equal to (85%) of the
Fair Market Value of the shares of Common Stock on the Offering Date; or
(ii) an amount equal to (85%) of the Fair Market
Value of the shares of Common Stock on the applicable Purchase Date.
7. |
PARTICIPATION; WITHDRAWAL; TERMINATION. |
(a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by completing and delivering to
the Company, within the time specified in the Offering, an enrollment form provided by the Company. The enrollment form will specify the amount of Contributions not to exceed the maximum amount specified by the Board. Each Participants
Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable law requires that Contributions be deposited with a third party. If
permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of
the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may thereafter reduce (including to zero) or increase his or her Contributions. If required under applicable
law or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant may make Contributions through the payment by cash or check prior to a Purchase Date.
(b) During an Offering, a Participant may cease making Contributions and withdraw from the Offering by delivering to the Company a
withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participants Purchase Right in that Offering will immediately terminate and the Company will
distribute to such Participant all of his or her accumulated but unused Contributions. A Participants withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but the
Participant will be required to deliver a new enrollment form to participate in future Offerings.
6
(c) Unless otherwise required by applicable law, Purchase Rights granted pursuant to any
Offering under the Plan will terminate immediately if the Participant either (i) is no longer an Employee of a Designated Company for any reason or for no reason or (ii) is otherwise no longer eligible to participate. The Company will
distribute to such individual all of his or her accumulated but unused Contributions.
(d) During a Participants lifetime,
Purchase Rights will be exercisable only by such Participant. Purchase Rights are not transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described
in Section 10.
(e) The Company has no obligation to pay interest on Contributions, unless otherwise required by applicable
law.
8. |
EXERCISE OF PURCHASE RIGHTS. |
(a) On each Purchase Date, each Participants accumulated Contributions will be applied to the purchase of shares of Common Stock,
up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically provided for in the Offering.
(b) If any amount of accumulated Contributions remains in a Participants account after the purchase of shares of Common Stock on
the final Purchase Date of an Offering and such remaining amount is less than the amount required to purchase one share of Common Stock, then such remaining amount will be held in such Participants account for the purchase of shares of Common
Stock under the next Offering under the Plan, unless such Participant withdraws from or is not eligible to participate in such Offering, in which case such amount will be distributed to such Participant after the final Purchase Date, without
interest (unless otherwise required by applicable law). If the amount of Contributions remaining in a Participants account after the purchase of shares of Common Stock on the final Purchase Date of an Offering is at least equal to the amount
required to purchase one whole share of Common Stock, then such remaining amount will not roll over to the next Offering and will instead be distributed in full to such Participant after the final Purchase Date, without interest (unless otherwise
required by applicable law).
(c) No Purchase Rights may be exercised to any extent unless the shares of Common Stock to be issued
upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable laws. If on a Purchase Date the shares of Common Stock are not so
registered or the Plan is not in such compliance, no Purchase Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan
is in material compliance, except that the Purchase Date will in no event be more than 27 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the
Plan is not in material compliance with all applicable laws, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed to the Participants without interest.
7
9. |
COVENANTS OF THE COMPANY. |
The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary
for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell
Common Stock upon exercise of such Purchase Rights.
10. |
DESIGNATION OF BENEFICIARY. |
(a) The
Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any shares of Common Stock and/or Contributions from the Participants account under the Plan if the Participant dies before
such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the
Company.
(b) If a Participant dies, and in the absence of a valid beneficiary designation, the Company will deliver any shares of
Common Stock and/or Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares
of Common Stock and/or Contributions to the Participants spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
11. |
ADJUSTMENTS UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS. |
(a) On a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the class(es) and maximum number
of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and
number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and (iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board
will make these adjustments, and its determination will be final, binding and conclusive.
(b) On a Corporate Transaction, then:
(i) any surviving corporation or acquiring corporation (or the surviving or acquiring corporations parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same
consideration paid to the stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not
substitute similar rights
8
for such Purchase Rights, then the Participants accumulated Contributions will be used to purchase shares of Common Stock within ten business days prior to the Corporate Transaction under
the outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase.
12. |
AMENDMENT, TERMINATION OR SUSPENSION OF THE PLAN. |
(a) The Board may amend the Plan at any time in any respect the Board deems necessary or advisable. However, except as provided in
Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required by applicable law or listing requirements, including any amendment that either
(i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of individuals eligible to become Participants and receive Purchase Rights, (iii) materially
increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the Plan, (iv) materially extends the term of the Plan, or (v) expands the types of
awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable law or listing requirements.
(b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be granted under the Plan while the Plan is
suspended or after it is terminated.
(c) Any benefits, privileges, entitlements and obligations under any outstanding Purchase
Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to whom such Purchase Rights were granted,
(ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other interpretive guidance issued thereunder
relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or maintain favorable tax, listing, or
regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participants consent if such amendment is necessary to ensure that the Purchase Right and/or the Plan complies with the requirements of
Section 423 of the Code.
13. |
CODE SECTION 409A; TAX QUALIFICATION. |
(a) Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code
under Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from the application of Section 409A of the Code under the short-term deferral exception
and any ambiguities shall be construed and interpreted in accordance with such intent. Subject to Section 13(b) hereof, Purchase Rights granted to U.S. taxpayers under the Non-423 Component shall be subject to such terms and conditions that
will permit such Purchase Rights to satisfy the requirements of the short-term deferral exception available under Section 409A of the Code, including the requirement that the shares subject to a Purchase Right be delivered within the short-term
deferral period. Subject to Section 13(b) hereof, in the case of a
9
Participant who would otherwise be subject to Section 409A of the Code, to the extent the Board determines that a Purchase Right or the exercise, payment, settlement or deferral thereof is
subject to Section 409A of the Code, the Purchase Right shall be granted, exercised, paid, settled or deferred in a manner that will comply with Section 409A of the Code, including U.S. Department of Treasury regulations and other
interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the adoption of the Plan. Notwithstanding the foregoing, the Company shall have no liability to a Participant or
any other party if the Purchase Right that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant or for any action taken by the Board with respect thereto.
(b) Although the Company may endeavor to (i) qualify a Purchase Right for favorable tax treatment under the laws of the United
States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain favorable
or avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan, including Section 13(a) hereof. The Company shall be unconstrained in its corporate activities without regard to the potential negative tax impact on
Participants under the Plan.
14. |
EFFECTIVE DATE OF PLAN. |
The
Plan will become effective on the IPO Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or
if required under Section 12(a) above, materially amended) by the Board.
15. |
MISCELLANEOUS PROVISIONS. |
(a) Proceeds from the
sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company.
(b) A Participant will
not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common Stock subject to Purchase Rights unless and until the Participants shares of Common Stock acquired upon exercise of Purchase Rights
are recorded in the books of the Company (or its transfer agent).
(c) The Plan and Offering do not constitute an employment
contract. Nothing in the Plan or in the Offering will in any way alter the at will nature of a Participants employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in
the employ of the Company or a Related Corporation or an Affiliate, or on the part of the Company or a Related Corporation or an Affiliate to continue the employment of a Participant.
(d) The provisions of the Plan will be governed by the laws of the State of California without resort to that states conflicts of
laws rules.
(e) If any particular provision of the Plan is found to be invalid or otherwise unenforceable, such provision shall
not affect the other provisions of the Plan, but the Plan shall be construed in all respects as if such invalid provision were omitted.
10
As used in the Plan, the following definitions will apply
to the capitalized terms indicated below:
(a) 423 Component means the part of the Plan, which excludes
the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for Employee Stock Purchase Plans may be granted to Eligible Employees.
(b) Affiliate means any branch or representative office of a Related Corporation, as determined by the Board,
whether now or hereafter existing.
(c) Board means the Board of Directors of the Company.
(d) Capital Stock means each and every class of common stock of the Company,
regardless of the number of votes per share.
(e) Capitalization
Adjustment means any change that is made in, or other events that occur with respect to, the Common Stock subject to the Plan or subject to any Purchase Right after the Effective Date without the receipt of consideration by the
Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the
foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.
(f)
Code means the U.S. Internal Revenue Code of 1986, as amended.
(g)
Committee means a committee of one or more members of the Board to whom authority has been delegated by the Board.
(h) Common Stock means, as of the IPO Date, the Class A common stock of the Company, having 1 vote per
share.
(i) Company means Zynga Inc., a Delaware corporation.
(j) Contributions means the payroll deductions and other additional payments specifically provided for in the
Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in the Offering, and then only if the Participant has not already had
the maximum permitted amount withheld during the Offering through payroll deductions.
11
(k) Corporate Transaction means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the following events:
(i) the consummation of a sale or
other disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries;
(ii) the consummation of a sale or other disposition of at least 50% of the outstanding securities of the Company;
(iii) the consummation of a merger, consolidation or similar transaction following which the Company is not the surviving corporation;
or
(iv) the consummation of a merger, consolidation or similar transaction following which the Company is the surviving
corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in
the form of securities, cash or otherwise.
(l) Designated Non-423 Corporation means any Related
Corporation or Affiliate selected by the Board as eligible to participate in the Non-423 Component.
(m) Designated
Company means a Designated Non-423 Corporation or Designated 423 Corporation.
(n) Designated 423
Corporation means any Related Corporation selected by the Board as eligible to participate in the 423 Component.
(o)
Director means a member of the Board.
(p) Eligible Employee means an
Employee who meets the requirements set forth in the document(s) governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan.
(q) Employee means any person, including an Officer or Director, who is treated as an employee in the
records of the Company or a Related Corporation (including an Affiliate). However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an Employee for purposes of the Plan.
(r) Employee Stock Purchase Plan means a plan that grants Purchase Rights intended to be options issued under
an employee stock purchase plan, as that term is defined in Section 423(b) of the Code.
(s) Exchange
Act means the U.S. Securities Exchange Act of 1934, as amended.
(t) Fair Market Value
means, as of any date, the value of the Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or traded on any established market, the Fair Market Value of a share of Common Stock will be the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of
determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists.
12
(ii) In the absence of such markets for the Common Stock, the Fair Market Value will be
determined by the Board in good faith in compliance with applicable laws.
(iii) Notwithstanding the foregoing, for any Offering
that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering Date will be the price per share at which shares are first sold to the public in the Companys initial public offering as specified in the final
prospectus for that initial public offering.
(u) IPO Date means the date of the underwriting agreement
between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.
(v) Non-423 Component means the part of the Plan, which excludes the 423 Component, pursuant to which
Purchase Rights that are not intended to satisfy the requirements for Employee Stock Purchase Plans may be granted to Eligible Employees.
(w) Offering means the grant to Eligible Employees of Purchase Rights, with the exercise of those Purchase
Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the Offering Document approved by the Board for that Offering.
(x) Offering Date means a date selected by the Board for an Offering to commence.
(y) Officer means a person who is an officer of the Company or a Related Corporation within the
meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.
(z)
Participant means an Eligible Employee who holds an outstanding Purchase Right.
(aa)
Plan means this Zynga Inc. 2011 Employee Stock Purchase Plan, including both the 423 and Non-423 Components, as amended from time to time.
(bb) Purchase Date means one or more dates during an Offering selected by the Board on which
Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering.
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(cc) Purchase Period means a period
of time specified within an Offering, generally beginning on the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods.
(dd) Purchase Right means an option to purchase shares of Common Stock granted pursuant to the
Plan.
(ee) Related Corporation means any parent corporation or subsidiary
corporation of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(ff) Securities Act means the U.S. Securities Act of 1933, as amended.
(gg) Trading Day means any day on which the exchange(s) or market(s) on which shares of Common
Stock are listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for trading.
14
EXHIBIT 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
525 UNIVERSITY AVENUE
PALO ALTO,
CALIFORNIA 94301
TEL: (650) 470-4500
FAX: (650) 470-4570
www.skadden.com
August 6, 2015
Zynga Inc.
699 Eighth Street
San Francisco, California 94103
|
|
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special counsel to Zynga Inc., a Delaware corporation (the Company), and are delivering this opinion in
connection with the Registration Statement on Form S-8 of the Company (together with all exhibits thereto, the Registration Statement) being filed with the Securities and Exchange Commission (the Commission) on
the date hereof, relating to the registration by the Company of an aggregate of 54,351,604 shares (the Plan Shares) of the Companys Class A common stock, par value $0.00000625 (the Common Stock)
authorized for issuance, consisting of (i) 36,234,403 shares of Common Stock authorized for issuance pursuant to the Companys 2011 Equity Incentive Plan, as amended on June 11, 2015 (the 2011 EIP), and
(ii) 18,117,201 shares of Common Stock authorized for issuance pursuant to the Companys 2011 Employee Stock Purchase Plan, as amended on August 15, 2012 (together with the 2011 EIP, the Plans).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the General Rules and
Regulations under the Securities Act of 1933, as amended (the Act).
Zynga Inc.
August 6, 2015
Page 2
In rendering the opinion stated herein, we have examined and relied upon the following:
(a) the Registration Statement in the form to be filed with the Commission on the date hereof; (b) the Amended and Restated Articles of Incorporation of the Company; (c) the Amended and Restated Bylaws of the Company, as certified by
Devang S. Shah, Secretary of the Company; (d) the Plans; and (e) certain resolutions of the Board of Directors of the Company and Stockholders of the Company relating to the approval of the Plans, the filing of the Registration Statement
and certain related matters.
We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such
records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis
for the opinion stated below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of
such copies. In making our examination of executed documents, we have assumed that (i) the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder, (ii) the due
authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties and (iii) that the consideration recited in the resolutions
of the Board of Directors of the Company approving the issuance of the Plan Shares will be received in full by the Company. As to any facts material to the opinion expressed herein that we did not independently establish or verify, we have relied
upon statements and representations of officers and other representatives of the Company and others and of public officials.
In rendering
the opinion stated herein, we have also assumed that: (i) an appropriate account statement evidencing the Plan Shares credited to the recipients account maintained with the Companys transfer agent has been issued by the
Zynga Inc.
August 6, 2015
Page 3
Companys transfer agent; (ii) the issuance of the Plan Shares will be properly recorded in the books and records of the Company; (iii) each award agreement under which options,
restricted stock, restricted stock units or other awards are granted pursuant to the applicable Plan will be consistent with the applicable Plan and will be duly authorized, executed and delivered by the parties thereto, and (iv) the
consideration received by the Company for each of the Plan Shares delivered pursuant to the Plans shall not be less than the per share par value of the Plan Shares.
We do not express any opinion with respect to the law of any jurisdiction other than Delaware corporate law (including, to the extent
applicable, the Delaware constitution and judicial decisions).
Based upon the foregoing and subject to the limitations, qualifications
and assumptions set forth herein, we are of the opinion that the Plan Shares have been duly authorized for issuance by the Company and, when issued, delivered and paid for in accordance with the terms of the Plans and the applicable award agreement,
the Plan Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.
Very truly yours,
/s/
Skadden, Arps, Slate, Meagher & Flom LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2011 Equity Incentive Plan and 2011 Employee
Stock Purchase Plan of Zynga Inc., of our reports dated February 24, 2015, with respect to the consolidated financial statements and schedule of Zynga Inc. and the effectiveness of internal control over financial reporting of Zynga Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Francisco, California
August 6, 2015
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