As filed with the Securities and Exchange Commission on March 31, 2020
Registration No. 333-
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Zuora, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware 20-5530976
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer
Identification No.)
Zuora, Inc.
101 Redwood Shores Parkway,
Redwood City, California 94065
(Address of Principal Executive Offices) (Zip Code)

2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full title of the plans)
 
Jennifer Pileggi, Esq.
Senior Vice President, General Counsel, and Corporate Secretary
Zuora, Inc.
101 Redwood Shores Parkway,
Redwood City, California 94065
(888) 976-9056

(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
☒
Accelerated filer o
Non-accelerated filer o Smaller reporting company o
Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o


CALCULATION OF REGISTRATION FEE
Title of Securities
To Be Registered
Amount To Be
Registered (1)
Proposed Maximum
Offering Price
Per Share 		Proposed Maximum
Aggregate Offering
Price 		Amount of Registration
Fee
Class A common stock, $0.0001 par value per share
- Reserved for future issuance under the 2018 Equity Incentive Plan
6,658,755 (2)
$8.23 (3)
$54,801,554 (3) 
$7,114
- Reserved for future issuance under the 2018 Employee Stock Purchase Plan
1,331,751 (4)
6.99 (5)
9,308,940 (5) 
1,209
TOTAL
7,990,506 $64,110,494 $8,323
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s 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 Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
(2)
Represents additional shares of Registrant’s Class A common stock reserved for issuance under the 2018 Equity Incentive Plan (“2018 Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2018 Plan.
(3)
Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange (“NYSE”) on March 30, 2020.
(4)
Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the 2018 Employee Stock Purchase Plan (“Purchase Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan.
(5)
Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on NYSE on March 30, 2020. Under the Purchase Plan, the purchase price of a share of Class A common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock on the offering date or the purchase date, whichever is less.


REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Zuora, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 6,658,755 additional shares of Class A common stock under the Registrant’s 2018 Equity Incentive Plan and 1,331,751 additional shares of Class A common stock under the Registrant’s 2018 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on April 12, 2018 (Registration No. 333-224259) and April 18, 2019 (Registration No. 333-230948). In accordance with the instructional note of 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.

PART II
Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
 
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020, filed with the Commission on March 31, 2020;
(b) 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 Registrant’s Annual Report referred to in (a) above; and
(c)
the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38451) filed with the Commission on April 5, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
 
All documents 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 deregisters 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 filing such documents, except as to specific sections of such documents as set forth therein. 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.
The following exhibits are filed herewith or incorporated by reference:

Incorporated by Reference
Exhibit No. Exhibit Description Form File No. Exhibit Filing Date Filed Herewith
4.1 10-Q 001-38451 3.1 06/13/18
4.2 10-Q 001-38451 3.2 06/13/18
4.3 S-1 333-223722 4.1 03/16/18
5.1 X
23.1 X
23.2 X
24.1 X
99.1 S-1 333-223722 10.4 03/16/18
99.2 S-1 333-223722 10.5 03/16/18



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 Redwood City, State of California, on this 31st day of March, 2020.
 
ZUORA, INC.
By: /s/ Jennifer Pileggi
Jennifer Pileggi
Senior Vice President, General Counsel,
and Corporate Secretary



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tyler Sloat and Jennifer Pileggi, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, 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 on behalf of the Registrant in the capacities and on the dates indicated.

Signature
Title
Date
/s/ Tien Tzuo
Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
March 31, 2020
Tien Tzuo
/s/ Tyler Sloat
Chief Financial Officer
(Principal Financial and Accounting Officer)
March 31, 2020
Tyler Sloat
/s/ Peter Fenton
Director
March 31, 2020
Peter Fenton
/s/ Kenneth A. Goldman
Director
March 31, 2020
Kenneth A. Goldman
/s/ Timothy Haley
Director
March 31, 2020
Timothy Haley
/s/ Jason Pressman
Director
March 31, 2020
Jason Pressman
/s/ Michelangelo Volpi
Director
March 31, 2020
Michelangelo Volpi
/s/ Magdalena Yesil
Director
March 31, 2020
Magdalena Yesil
  

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