As filed with the Securities and Exchange Commission on November 6, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
VIASAT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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33-0174996
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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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6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Address
of Principal Executive Offices)
1996 Equity Participation Plan of Viasat, Inc.
(Full Title of the Plan)
Robert Blair, Esq.
Vice
President, General Counsel and Secretary
Viasat, Inc.
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Name,
Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Craig M. Garner, Esq.
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
(858) 523-5400
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 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 Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common stock, $0.0001 par value (2)
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2,800,000 shares
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$63.00 (3)
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$176,400,000.00
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$21,379.68
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933 (the Securities Act), this registration
statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares of our common stock.
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(2)
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Covers 2,800,000 additional shares of Viasat, Inc. (Viasat) common stock available for
issuance under the 1996 Equity Participation Plan of Viasat, Inc. (the 1996 Plan) pursuant to an amendment and restatement of the 1996 Plan approved by the stockholders of Viasat on September 6, 2018. The 1996 Plan
authorizes the issuance of a maximum of 31,850,000 shares of common stock. However, the offer and sale of 29,050,000 shares of common stock, which have been or may be issued under the 1996 Plan, have previously been registered pursuant to
prior Form S-8 registration statements (Commission File Nos. 333-21113, 333-68757, 333-67010, 333-109959, 333-153828, 333-169593, 333-184029, 333-207064 and 333-220556).
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(3)
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The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rules 457(c) and
(h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of Viasat common stock as reported on the Nasdaq Global Select Market on
October 31, 2018, because the offering price of the securities to be granted in the future is not currently determinable.
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Proposed sales to take place as soon after the effective date of the registration statement
as awards granted under the above-named plan are granted, exercised and/or distributed.