Securities Registration: Employee Benefit Plan (s-8)
April 10 2019 - 5:26PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 10, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
EverQuote, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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26-3101161
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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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210 Broadway
Cambridge, Massachusetts
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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2018 Equity Incentive Plan
(Full title of the plan)
Seth Birnbaum
President
and Chief Executive Officer
EverQuote, Inc.
210 Broadway
Cambridge,
Massachusetts 02139
(Name and address of agent for service)
(855)
522-3444
(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.
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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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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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. ☐
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
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1,261,257 shares(2)
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$8.01(3)
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$10,102,669(3)
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$1,225
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended (the
Securities
Act
), this registration statement shall be deemed to cover any additional shares of the Registrants Class A Common Stock (
Class
A Common Stock
) that may from time to time be offered or
issued under the Registrants 2018 Equity Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Class A Common Stock.
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(2)
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Represents 1,261,257 additional shares of the Registrants Class A Common Stock available for
issuance under the Registrants 2018 Equity Incentive Plan, effective as of January 1, 2019, as a result of an annual increase.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)
of the Securities Act, and based upon $8.01, the average of the high and low prices of the Registrants Class A Common Stock as reported on the Nasdaq Global Market on April 9, 2019.
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Statement of Incorporation by Reference
This Registration Statement on
Form S-8,
relating to the 2018 Equity Incentive Plan of EverQuote, Inc. (the
Registrant), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on
Form S-8
has previously been filed
and is effective. Pursuant to General Instruction E to
Form S-8,
except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement
on
Form S-8,
File
No. 333-225944,
filed by the Registrant with the Securities and Exchange Commission on June 28, 2018.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 Cambridge, Commonwealth of
Massachusetts, on this 9
th
day of April, 2019.
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EVERQUOTE, INC.
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By:
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/s/ Seth Birnbaum
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Seth Birnbaum
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President and Chief Executive Officer
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of EverQuote, Inc., hereby severally constitute and appoint Seth Birnbaum, John Wagner and David Mason, and each of
them singly (with full power to each of them to act alone), as our true and lawful
attorneys-in-fact
and agents, with full power of substitution and resubstitution in
each of them for him and in his name, place and stead, and in any and all capacities, to sign the registration statement on
Form S-8
filed herewith and any and all subsequent amendments to said
registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable EverQuote, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, 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/ Seth Birnbaum
Seth Birnbaum
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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April 9, 2019
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/s/ John Wagner
John Wagner
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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April 9, 2019
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David Blundin
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Chairman of the Board of Directors
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April
, 2019
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Sanju Bansal
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Director
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April
, 2019
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/s/ John Lunny
John Lunny
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Director
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April 9, 2019
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/s/ George Neble
George Neble
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Director
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April 8, 2019
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/s/ John Shields
John Shields
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Director
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April 9, 2019
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/s/ Mira Wilczek
Mira Wilczek
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Director
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April 9, 2019
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