Securities Registration: Employee Benefit Plan (s-8)
March 20 2017 - 4:32PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 20, 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
WORKDAY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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20-2480422
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(State or Other Jurisdiction
of Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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6230 Stoneridge Mall Road
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)
2012 Equity Incentive Plan
2012 Employee Stock Purchase Plan
(Full Title of the Plans)
Robynne D.
Sisco
Chief Financial Officer
Workday, Inc.
6230
Stoneridge Mall Road
Pleasanton, California 94588
(Name and Address of Agent For Service)
(925) 951-9000
(Telephone Number, including area code, of agent for service)
Copies to:
Jeffery R. Vetter, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
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 definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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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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Class A Common Stock, $0.001 par value per share, reserved
for issuance pursuant to the 2012 Equity Incentive Plan
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10,147,170 (2)
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$83.15(3)
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$843,737,185.50 (3)
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$97,789.14(3)
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Class A Common Stock, $0.001 par value per share, reserved
for issuance pursuant to the 2012 Employee Stock Purchase Plan
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2,029,434 (4)
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$70.68(5)
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$143,440,395.12 (5)
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$16,624.75(5)
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TOTAL
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12,176,604
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N/A
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$987,177,580.62
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$114,413.89
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants Class A Common Stock
that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which results
in an increase in the number of the outstanding shares of the Registrants Class A Common Stock.
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(2)
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Represents additional shares reserved for issuance under the 2012 Equity Incentive Plan as of the date of this Registration Statement.
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(3)
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Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrants Class A Common Stock as reported on
the New York Stock Exchange on March 15, 2017.
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(4)
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Represents additional shares reserved for issuance under the 2012 Employee Stock Purchase Plan as of the date of this Registration Statement.
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(5)
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Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrants Class A Common Stock as reported on
the New York Stock Exchange on March 15, 2017. In the case of the 2012 Employee Stock Purchase Plan, this price per share is multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2012 Employee Stock
Purchase Plan.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Workday, Inc. (the Registrant) is filing this Registration Statement with the SEC
to register 10,147,170 additional shares of Class A Common Stock under the Registrants 2012 Equity Incentive Plan and 2,029,434 additional shares of Class A Common Stock under the Registrants 2012 Employee Stock Purchase Plan,
pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrants prior
registration statements on Form S-8 filed with the Securities and Exchange Commission (the Commission) on October 12, 2012 (Registration No. 333-184395), April 1, 2013 (Registration
No. 333-187665),
March 31, 2014 (Registration No. 333-194934), March 25, 2015 (Registration No. 333-203004) and March 22, 2016 (Registration No. 333-210330). In
accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
II-1
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
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(a)
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the Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 2017 filed with the Commission on March 20, 2017 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended
(the Exchange Act);
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(b)
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all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants Annual Report referred to in (a) above; and
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(c)
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the description of the Registrants Class A Common Stock contained in the Registrants Registration Statement on
Form 8-A
(Registration No. 001-35680) filed with
the Commission on October 3, 2012, including any amendments or reports filed for the purpose of updating such description.
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All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the filing 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 into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance
with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be 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 in any subsequently
filed document which also is deemed to be incorporated by reference herein modifies or supersedes such 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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Filed
Herewith
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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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Restated Certificate of Incorporation of the Registrant, as currently in effect.
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10-Q
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001-35680
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3.1
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December 7, 2012
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4.2
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Amended and Restated Bylaws of the Registrant, as currently in effect.
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8-K
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001-35680
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3.1
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June 5, 2015
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4.3
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Specimen of Class A Common Stock Certificate of the Registrant.
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S-1/A
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333-183640
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4.1
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October 1, 2012
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4.4
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2012 Equity Incentive Plan.
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S-8
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333-187665
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4.4
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April 1, 2013
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4.5
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Forms of Award Agreements to the 2012 Equity Incentive Plan
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S-1
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333-183640
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10.3
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August 30, 2012
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4.6
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2012 Employee Stock Purchase Plan
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S-8
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333-194934
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4.6
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March 31, 2014
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5.1
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Opinion and Consent of Fenwick & West LLP.
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X
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23.1
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Consent of independent registered public accounting firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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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 Registration Statement).
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II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Pleasanton, State of California, on this 20
th
day of March, 2017.
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Workday, Inc.
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By:
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/s/ Robynne D. Sisco
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Robynne D. Sisco
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned officers and directors of Workday, Inc., a Delaware corporation, do hereby
constitute and appoint Robynne D. Sisco, Chief Financial Officer and James P. Shaughnessy, Senior Vice President, General Counsel and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and
all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF
, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement
has been signed by the following persons on behalf of the Registrant 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/ Aneel Bhusri
Aneel Bhusri
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Chief Executive Officer
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March 20, 2017
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(Principal Executive Officer)
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/s/ Robynne D. Sisco
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Chief Financial Officer
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March 20, 2017
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Robynne D. Sisco
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(Principal Financial Officer and Principal
Accounting Officer)
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/s/ A. George (Skip) Battle
A. George (Skip) Battle
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Director
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March 20, 2017
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/s/ Christa Davies
Christa Davies
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Director
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March 20, 2017
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/s/ David A. Duffield
David A. Duffield
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Director
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March 20, 2017
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/s/ Michael M. McNamara
Michael M. McNamara
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Director
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March 20, 2017
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/s/ Michael A. Stankey
Michael A. Stankey
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Director
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March 20, 2017
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/s/ George J. Still
George J. Still
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Director
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March 20, 2017
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II-3
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Signature
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Title
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Date
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/s/ Lee Styslinger, III
Lee Styslinger, III
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Director
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March 20, 2017
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/s/ Jerry Yang
Jerry Yang
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Director
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March 20, 2017
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II-4
EXHIBIT INDEX
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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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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Restated Certificate of Incorporation of the Registrant, as currently in effect.
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10-Q
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001-35680
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3.1
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December 7, 2012
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4.2
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Amended and Restated Bylaws of the Registrant, as currently in effect.
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8-K
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001-35680
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3.1
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June 5, 2015
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4.3
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Specimen of Class A Common Stock Certificate of the Registrant.
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S-1/A
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333-183640
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4.1
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October 1, 2012
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4.4
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2012 Equity Incentive Plan.
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S-8
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333-187665
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4.4
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April 1, 2013
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4.5
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Forms of Award Agreements to the 2012 Equity Incentive Plan
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S-1
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333-183640
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10.3
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August 30, 2012
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4.6
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2012 Employee Stock Purchase Plan
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S-8
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333-194934
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4.6
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March 31, 2014
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5.1
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Opinion and Consent of Fenwick & West LLP.
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X
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23.1
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Consent of independent registered public accounting firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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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 Registration Statement).
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X
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