As filed with the Securities and Exchange Commission on June 12, 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
Tesla, Inc.
(Exact name
of Registrant as specified in its charter)
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Delaware
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91-2197729
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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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3500 Deer Creek Road
Palo Alto, California 94304
(Address of principal executive offices, including zip code)
Tesla, Inc. 2019 Equity Incentive Plan
Tesla, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plan)
Elon Musk
Chief
Executive Officer
Tesla, Inc.
3500 Deer Creek Road
Palo Alto, California 94304
(650)
681-5000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Larry W. Sonsini
Mark B. Baudler
Andrew D.
Hoffman
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, California 94304
(650)
493-9300
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Jonathan A. Chang
M. Yun Huh
Tesla,
Inc.
3500 Deer Creek Road
Palo Alto, California 94304
(650)
681-5000
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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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “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 per share
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—To be issued under the 2019 Equity Incentive
Plan
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12,500,000
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$196.57(2)
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$2,457,125,000
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$297,804
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—To be issued under the 2019 Employee Stock Purchase
Plan
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7,500,000
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$167.09(3)
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$1,253,175,000
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$151,885
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TOTAL:
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$3,710,300,000
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$449,689
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(1)
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Pursuant to Rule 416(a) of 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 2019 Equity Incentive Plan (the “2019 Plan”) and the 2019 Employee Stock Purchase Plan (the “2019
ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the
Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on June 5, 2019 (such average,
the “Full Offering Price”).
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(3)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of 85% of the Full Offering Price. Pursuant to the 2019 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first
trading day of the offering period or on the last day of the offering period.
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