As filed with the Securities and Exchange
Commission on August 10, 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
________________
Glu Mobile
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
Delaware |
|
91-2143667 |
| (State or Other Jurisdiction
of |
|
(I.R.S. Employer |
| Incorporation or
Organization) |
|
Identification No.) |
875 Howard Street, Suite 100
San Francisco, California 94103
(Address of Principal Executive
Offices)
2007 Equity Incentive Plan
(Full Titles of the Plans)
________________
Nick Earl
President and Chief Executive Officer
Glu Mobile Inc.
875 Howard Street, Suite 100
San Francisco, California
94103
(415) 800-6100
(Name and Address of Agent For
Service)
________________
Copies to:
Scott J. Leichtner, Esq.
Vice President and General Counsel
Glu Mobile Inc.
875 Howard Street, Suite 100
San Francisco, California 94103
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 |
☐ |
| Non-accelerated filer |
☐ |
Smaller reporting company |
☐ |
| |
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Emerging growth company |
☐ |
| 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. |
☐ |
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CALCULATION OF
REGISTRATION FEE |
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Proposed
maximum |
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Proposed
maximum |
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Amount of |
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Title of
securities |
Amount to
be |
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|
offering price |
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|
aggregate offering |
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|
registration |
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to be
registered |
registered
(1) |
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per unit |
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|
price |
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fee |
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Common Stock, $0.0001 par
value |
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7,000,000 |
(2) |
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$7.77 (3) |
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$54,390,000.00 |
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$7,059.82 |
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(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 common stock that become issuable under the
Registrant’s 2007 Equity Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar
transaction effected without the receipt of consideration that
increases the number of the Registrant’s outstanding shares of
common stock.
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(2) |
Represents an
increase in the number of shares available for issuance under the
2007 Equity Incentive Plan. This increase was effective as of June
18, 2020.
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(3) |
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 the average of the high and low sales prices
of the Registrant’s common stock as reported by the Nasdaq Global
Select Market on August 7, 2020.
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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 7,000,000
shares of common stock reserved for issuance under its 2007 Equity
Incentive 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:
|
Registration
No. |
Plan(s)
Covered |
Date
Filed |
|
333-233144 |
2007 Equity Incentive
Plan |
08/08/2019 |
|
333-226704 |
2007 Equity Incentive
Plan |
08/08/2018 |
|
333-219754 |
2007 Equity Incentive
Plan |
08/07/2017 |
|
333-206230 |
2007 Equity Incentive
Plan |
08/07/2015 |
|
333-190544 |
2007 Equity Incentive
Plan |
08/09/2013 |
|
333-172983 |
2007 Equity Incentive
Plan |
03/21/2011 |
|
333-165813 |
2007 Equity Incentive
Plan |
03/31/2010 |
|
333-157959 |
2007 Equity Incentive
Plan |
03/18/2009 |
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(Post-Effective |
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|
|
Amendment No. 1) |
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333-157959 |
2007 Equity Incentive
Plan |
03/13/2009 |
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333-149996 |
2007 Equity Incentive
Plan |
03/31/2008 |
|
333-141487 |
2007 Equity Incentive
Plan |
03/22/2007 |
I - 1
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 Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated herein by reference
into this Registration Statement:
|
(a) |
The Annual
Report on Form 10-K for the year ended December 31, 2019, filed
with the Commission on February 28, 2020;
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(b) |
The Quarterly
Reports on Form 10-Q filed with the Commission on
May 11, 2020 and August 7, 2020;
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(c) |
The Current
Reports on Form 8-K filed with the Commission on April 28, 2020, June 4, 2020 and June 22, 2020; and
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(d) |
The
description of the Registrant’s Common Stock contained in the
Registration Statement on Form 8- A filed with the Commission
on March 16, 2007 under Section 12(b) of the Exchange Act,
including any amendment or report filed for the purpose of updating
such description.
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All documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered by this Registration
Statement 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 of this
Registration Statement from the date of the filing of such
documents.
Item 5. Interests of Named Experts and
Counsel.
Scott J. Leichtner, Esq., Vice President and
General Counsel of the Registrant, will pass upon the validity of
the issuance of the shares of common stock offered by this
Registration Statement. As of August 1, 2020, Mr. Leichtner held
211,540 shares of common stock, time-based options to purchase
686,990 shares of common stock (of which options to purchase
598,304 shares are exercisable within 60 days of August 1, 2020),
performance-based options to purchase 201,592 shares of common
stock, 74,270 restricted stock units (none of which will vest
within 60 days of August 1, 2020) and 103,661 performance-based
restricted stock units.
Item 8. Exhibits.
The following exhibits are filed herewith or
incorporated by reference, as indicated.
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 August 10,
2020.
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GLU MOBILE INC. |
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By: |
/s/ Nick
Earl |
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Nick Earl |
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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 Nick Earl, 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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President and Chief Executive |
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August 10, 2020 |
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/s/ Nick Earl |
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Officer, Director |
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| Nick Earl |
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| Principal Financial Officer: |
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Executive Vice President, Chief |
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August 10, 2020 |
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Operating Officer and Chief |
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/s/ Eric R.
Ludwig |
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Financial Officer |
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| Eric R. Ludwig |
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| Principal Accounting Officer: |
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/s/ Puneet Kedia |
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Vice President, Accounting |
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August 10, 2020 |
| Puneet Kedia |
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Additional Directors:
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/s/ Darla
Anderson |
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Director |
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August 10, 2020 |
| Darla Anderson |
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/s/ Eric R. Ball |
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Director |
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August 10, 2020 |
| Eric R. Ball |
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/s/ Gregory
Brandeau |
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Director |
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August 10, 2020 |
| Gregory Brandeau |
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/s/ Niccolo de
Masi |
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Chairman |
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August 10, 2020 |
| Niccolo de Masi |
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/s/ Ben Feder |
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Director |
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August 10, 2020 |
| Ben Feder |
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/s/ Ann Mather |
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Director |
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August 10, 2020 |
| Ann Mather |
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/s/ Hany M. Nada |
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Director |
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August 10, 2020 |
| Hany M. Nada |
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/s/ Benjamin T. Smith,
IV |
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Lead Director |
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August 10, 2020 |
| Benjamin T. Smith, IV |
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/s/ Gabrielle
Toledano |
|
Director |
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August 10, 2020 |
| Gabrielle Toledano |
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