Securities Registration: Employee Benefit Plan (s-8)
March 17 2017 - 4:49PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 17, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Vivint Solar, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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45-5605880
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1800 West Ashton Blvd.
Lehi, Utah 84043
(Address
of principal executive offices, including zip code)
2014 Equity
Incentive Plan
(Full title of the plan)
David Bywater
Chief Executive Officer
Vivint Solar, Inc.
1800
West Ashton Blvd.
Lehi, Utah 84043
877.404.4129
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
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Robert Day
Michael Nordtvedt
Wilson
Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, California 94304
650.493.9300
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C. Dan Black
General Counsel
Vivint
Solar, Inc.
1800 West Ashton Blvd.
Lehi, Utah 84043
877.404.4129
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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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☐
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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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☐
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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
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Common Stock $0.01 par value per share:
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Reserved for issuance under the 2014 Equity Incentive
Plan
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12,884,965(2)
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$2.80(3)
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$36,077,902
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$4,181.43
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants common stock that become
issuable under the 2014 Equity Incentive Plan (the Plan) 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 common stock.
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(2)
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Represents 12,884,965 additional shares of common stock available for issuance as a result of annual evergreen increases pursuant to the Plan.
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(3)
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Estimated in accordance with Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee on the basis of $2.80 per share, the average of the high and low prices of the Registrants
common stock as reported on the New York Stock Exchange on March 16, 2017.
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VIVINT SOLAR, INC.
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers additional shares of the common stock of Vivint Solar, Inc. (the Registrant) to be issued
pursuant to the Registrants 2014 Equity Incentive Plan (the Plan). Accordingly, the contents of the previous Registration Statement on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the
Commission) on October 1, 2014 (File No. 333-199077) (the Previous Form S-8), including periodic reports filed after the Previous Form S-8 to maintain current information about the Registrant, are incorporated by
reference into this Registration Statement pursuant to General Instruction E of Form S-8.
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the
Commission:
(1) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the
Commission on March 16, 2017;
(2) All other reports filed by the Registrant with the Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), since the end of the fiscal year covered by the Annual Report referred to in (1) above; and
(2) The description of the Registrants Common Stock contained in the Companys Registration Statement on Form 8-A (File
No. 001-36642) filed with the Commission on September 24, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
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 indicates 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 subsequently filed document which also 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.
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Exhibit
Number
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Exhibit Description
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Incorporated by
Reference
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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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4.1
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Specimen common stock certificate of the Registrant.
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S-1/A
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333-198372
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4.1
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September 18, 2014
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4.2
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2014 Equity Incentive Plan, and forms of agreements thereunder
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S-1/A
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333-198372
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10.3
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September 18, 2014
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto).
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24.1
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Power of Attorney (contained on signature page hereto).
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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 Lehi, Utah, on the 17th day of March, 2017.
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VIVINT SOLAR, INC.
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By:
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/s/ Dana C. Russell
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Dana C. Russell
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Chief Financial Officer and Executive Vice President
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes
and appoints David Bywater, Dana C. Russell and C. Dan Black, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign the Registration Statement on
Form S-8 of Vivint Solar, Inc., and any or all amendments (including 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 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 of 1933, this Registration Statement on Form S-8 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/ David Bywater
David Bywater
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Chief Executive Officer, Director
(Principal Executive Officer)
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March 17, 2017
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/s/ Dana C. Russell
Dana C. Russell
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Chief Financial Officer and Executive Vice
President
(Principal Accounting and
Financial Officer)
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March 17, 2017
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/s/ David F. DAlessandro
David F. DAlessandro
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Director
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March 17, 2017
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/s/ Alex J. Dunn
Alex J. Dunn
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Director
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March 17, 2017
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/s/ Bruce McEvoy
Bruce McEvoy
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Director
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March 17, 2017
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/s/ Jay D. Pauley
Jay D. Pauley
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Director
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March 17, 2017
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Signature
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Title
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Date
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/s/ Todd R. Pedersen
Todd R. Pedersen
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Director
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March 17, 2017
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/s/ Joseph S. Tibbetts, Jr.
Joseph S. Tibbetts, Jr.
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Director
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March 17, 2017
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/s/ Peter F. Wallace
Peter F. Wallace
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Director
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March 17, 2017
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INDEX TO EXHIBITS
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Exhibit
Number
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Incorporated by
Reference
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Exhibit Description
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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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4.1
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Specimen common stock certificate of the Registrant.
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S-1/A
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333-198372
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4.1
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September 18, 2014
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4.2
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2014 Equity Incentive Plan, and forms of agreements thereunder
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S-1/A
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333-198372
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10.3
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September 18, 2014
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto).
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24.1
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Power of Attorney (contained on signature page hereto).
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