As filed with the Securities and Exchange Commission on August 22, 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
TELENAV, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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77-0521800
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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4655 Great America Parkway, Suite 300
Santa Clara, CA 95054
(408) 245-3800
(Address, including zip code and telephone number, of principal executive offices)
2009 EQUITY INCENTIVE PLAN
(Full title of the plan)
Steve Debenham
General Counsel and Secretary
Telenav, Inc.
4655 Great
America Parkway, Suite 300
Santa Clara, CA 95054
(Name and address of agent for service)
(408) 245-3800
(Telephone number, including area code, of agent for service)
Copies to:
Julia
Reigel
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, California 94304
(650) 493-9300
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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Common Stock ($0.001 par value) to be issued under the 2009
Equity Incentive Plan
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1,666,666 shares (2)
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$11.05 (3)
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$18,416,660
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$2,232.10
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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 2009 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction
effected without receipt of consideration that increases the number of the Registrants outstanding shares of Common Stock.
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(2)
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Reflects an automatic annual increase on July 1, 2019 to the number of shares of the Registrants
Common Stock reserved for issuance under the 2009 Equity Incentive Plan, which annual increase is provided for in the 2009 Equity Incentive Plan.
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(3)
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Estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as amended, solely
for the purpose of calculating the registration fee. The proposed maximum offering price per share of $11.05 was computed by averaging the high and low prices of a share of the Registrants Common Stock as reported on The NASDSAQ Global Market
on August 15, 2019, a date within five business days prior to the filing of this Registration Statement.
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