Securities Registration: Employee Benefit Plan (s-8)
March 17 2014 - 6:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 14, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Glu Mobile Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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91-2143667
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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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500 Howard Street, Suite 300
San Francisco, California 94105
(Address of Principal Executive Offices)
2007 Employee Stock Purchase Plan
(Full Titles of the Plans)
Niccolo M. de
Masi
President and Chief Executive Officer
Glu Mobile Inc.
500
Howard Street, Suite 300
San Francisco, California 94105
(415) 800-6100
(Name and
Address of Agent For Service)
Copies to:
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Scott J. Leichtner, Esq.
Vice President and General Counsel
Glu Mobile Inc.
500
Howard Street, Suite 300
San Francisco, California 94105
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David A. Bell, Esq.
Fenwick & West LLP
Silicon Valley Center
801
California Street
Mountain View, CA 94041
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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. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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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 each class of
securities to be registered
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Amount
to be
Registered (1)
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Proposed
maximum
offering price
per unit
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, $0.0001 par value
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784,454(2)
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$4.4221(3)
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$3,468,954
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$446.80
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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 common
stock that become issuable under the 2007 Employee Stock Purchase Plan reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the 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 an automatic increase in the number of shares available for issuance under the 2007 Employee Stock Purchase Plan equal to 1% of 78,445,424 shares, the total outstanding shares of the Registrant as of
December 31, 2013. This increase was effective as of January 1, 2014.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, and based upon 85% of the average of the high and low
sales prices of the Registrants common stock as reported by the NASDAQ Global Market on March 7, 2014. Pursuant to the 2007 Employee Stock Purchase Plan, the purchase price of a share is 85% of the fair market value of the
Registrants common stock.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Glu Mobile Inc. (the
Registrant
) is filing this registration
statement with the Securities and Exchange Commission (the
Commission
) to register an additional 784,454 shares reserved for issuance under its 2007 Employee Stock Purchase Plan. The contents of the following registration
statements on Form S-8 filed by the Registrant with the Commission are incorporated by reference in this registration statement on Form S-8:
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Registration No.
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Plan(s) Covered
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Date Filed
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333-187311
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2008 Equity Inducement Plan
2007 Employee Stock
Purchase Plan
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03/15/2013
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333-180110
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2007 Employee Stock Purchase Plan
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03/14/2012
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333-172983
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2007 Equity Incentive Plan
2007 Employee Stock
Purchase Plan
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03/21/2011
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333-165813
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2008 Equity Inducement Plan
2007 Equity
Incentive Plan
2007 Employee Stock Purchase Plan
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03/31/2010
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333-157959
(Post-Effective
Amendment No. 1)
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2007 Equity Incentive Plan
2007 Employee Stock
Purchase Plan
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03/18/2009
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333-157959
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2007 Equity Incentive Plan
2007 Employee Stock
Purchase Plan
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03/13/2009
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333-149996
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2008 Equity Inducement Plan
2007 Equity
Incentive Plan
2007 Employee Stock Purchase Plan
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03/31/2008
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333-141487
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2007 Equity Incentive Plan
2007 Employee Stock
Purchase Plan
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03/22/2007
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits listed on the
Exhibit Index (following the Signatures section of this Registration Statement) are incorporated by reference in this Registration Statement.
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 San Francisco, State of California, on March 14, 2014.
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GLU MOBILE INC.
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By:
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/s/ Niccolo M. de Masi
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Niccolo M. de Masi
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Niccolo M. de Masi, Eric R.
Ludwig and Scott J. Leichtner, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or
cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same
instrument.
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 date indicated:
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Signature
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Title
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Date
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Principal Executive Officer:
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/s/ Niccolo M. de Masi
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President, Chief Executive Officer and Director
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March 14, 2014
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Niccolo M. de Masi
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Principal Financial Officer:
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/s/ Eric R. Ludwig
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Executive Vice President and Chief Financial Officer
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March 14, 2014
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Eric R. Ludwig
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Principal Accounting Officer:
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/s/ Gregory J. Cannon
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Vice President, Finance and Corporate Controller
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March 14, 2014
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Gregory J. Cannon
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Additional Directors:
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/s/ William J. Miller
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Chairman of the Board
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March 14, 2014
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William J. Miller
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Director
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Lorne Abony
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/s/ Eric R. Ball
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Director
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March 14, 2014
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Eric R. Ball
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/s/ Ann Mather
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Director
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March 14, 2014
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Ann Mather
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/s/ Hany M. Nada
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Director
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March 14, 2014
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Hany M. Nada
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/s/ Benjamin T. Smith, IV
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Director
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March 14, 2014
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Benjamin T. Smith, IV
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EXHIBIT INDEX
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Incorporated by Reference
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Exhibit
Number
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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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Filed
Herewith
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4.01
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Restated Certificate of Incorporation of the Registrant.
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S-1/A
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333-139493
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3.02
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02/14/2007
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4.02
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Amended and Restated Bylaws of the Registrant, adopted on March 7, 2014.
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8-K
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001-33368
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99.01
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03/13/2014
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4.03
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2007 Employee Stock Purchase Plan, as amended and restated on August 1, 2011.
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10-K
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001-33368
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10.04
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03/14/2012
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4.04
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Form of Specimen Certificate for Common Stock.
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S-1/A
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333-139493
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4.01
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02/14/2007
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5.01
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Opinion of Scott J. Leichtner, General Counsel to Registrant.
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X
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23.01
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Consent of Scott J. Leichtner (included in Exhibit 5.01).
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X
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23.02
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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X
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24.01
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Power of Attorney (see Signature Page of this Registration Statement).
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