As filed with the Securities and Exchange Commission on May 20, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DIGITALGLOBE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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31-1420852
(I.R.S. Employer
Identification Number)
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1601 Dry Creek Drive, Suite 260
Longmont, Colorado
(Address of Principal Executive Offices)
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80503
(Zip Code)
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Amended and Restated 1999 Equity Incentive Plan and 2007 Employee Stock Option Plan
J. Alison Alfers, Esq.
General Counsel
DigitalGlobe, Inc.
1601 Dry Creek Drive, Suite 260
Longmont, Colorado 80503
(Name and address of agent for service)
(303) 684-4000
(Telephone number, including area code, of agent for service)
Copy to:
Richard B. Aftanas, Esq.
Stacy J. Kanter, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
(212) 735-3000
Facsimile: (212) 735-2000
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.
Large accelerated filer
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Accelerated filer
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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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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
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Proposed Maximum
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Title of Securities
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Amount to be
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Offering Price Per
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Aggregate Offering
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Amount of
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To Be Registered
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Registered (1)
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Share
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Price
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Registration Fee (4)
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Common stock, par
value $0.001 per
share, to be issued
under the Amended
and Restated 1999
Equity Incentive
Plan
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1,223,667
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$
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10.34
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(2)
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$
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12,652,717
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$
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706
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Common stock, par
value $0.001 per
share, to be issued
under the 2007
Employee Stock
Option Plan
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4,990,219
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$
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23.79
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(3)
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$
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118,717,310
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$
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6,624
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Total
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6,213,886
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$
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131,370,027
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$
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7,330
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(1)
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Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act),
this registration statement also covers additional shares that may become issuable under the
Plans (as defined below) by reason of certain corporate transactions or events, including any
stock dividend, stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the number of the
Companys outstanding shares of common stock.
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(2)
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Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of
calculating the registration fee. The price per share represents the weighted average
exercise price for outstanding options.
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(3)
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Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of
calculating the registration fee. The price per share represents the weighted average
exercise price for outstanding options.
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(4)
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All of such amount has been paid in connection with the Companys registration statement
(333-150235) initially filed on April 14, 2008.
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TABLE OF CONTENTS
EXPLANATORY NOTE
This registration statement registers shares of common stock, par value $0.001 per share (the
Common Stock), of DigitalGlobe, Inc., a Delaware corporation (the Company), that may be issued
and sold pursuant to its Amended and Restated 1999 Equity Incentive Plan (the 1999 Plan) and the
2007 Employee Stock Option Plan (the 2007 Plan and, together with the 1999 Plan, the Plans).
2
PART I.
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
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*
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The documents containing the information specified in Part I of Form S-8 will be sent and
delivered to participants in the Plans as specified by Rule 428(b)(1) under the Securities
Act. Such documents are not required to be, and are not, filed with the Securities and
Exchange Commission (the SEC) either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the SEC are incorporated by reference in this
registration statement:
(a) The Companys prospectus, dated May 13, 2009, filed pursuant to Rule 424(b) under the
Securities Act, in connection with the Companys registration statement on Form S-1, as amended
(File No. 333-150235) that contains audited financial statements of DigitalGlobe, Inc. and its
subsidiaries for the year ended December 31, 2008; and
(b) The description of the Common Stock contained in the registration statement on Form 8-A
filed on May 6, 2009, filed with the SEC by the Company to register such securities under the
Securities and Exchange Act of 1934, as amended (the Exchange Act) including any amendment or
report filed for the purpose of updating such description.
In addition, all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be part hereof from the date of filing of such documents with
the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference
in this registration statement shall be deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in this registration statement, or
in any other subsequently filed document that also is or is deemed to be incorporated by reference
in this registration statement, modifies or supersedes such prior statement. Any statement
contained in this registration statement shall be deemed to be modified or superseded to the extent
that a statement contained in a subsequently filed document that is or is deemed to be incorporated
by reference in this registration
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statement modifies or supersedes such prior statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the complete copy of the
General Corporation Law of the State of Delaware, or DGCL, and the Companys amended and restated
certificate of incorporation and amended and restated bylaws.
The Companys amended and restated certificate of incorporation and amended and restated
bylaws provide that the Company will indemnify its directors and officers to the fullest extent
permitted by the DGCL. In addition, as permitted by the DGCL, a certificate of incorporation
limits or eliminates the personal liability of directors for a breach of their fiduciary duties of
care as a director. The duty of care generally requires that, when acting on behalf of a company,
directors exercise an informed business judgment based on all material information available to
them. Consequently, a director will not be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director, except for liability for: any
breach of the directors duty of loyalty to the Company or its stockholders; acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of law; unlawful
payment of dividends or unlawful stock repurchases or redemptions; and any transaction from which
the director derived an improper personal benefit.
If Delaware law is amended to authorize corporate action further eliminating or limiting the
personal liability of a director, then the liability of the Companys directors will be eliminated
or limited to the fullest extent permitted by Delaware law, as so amended. The Companys amended
and restated certificate of incorporation does not eliminate a directors duty of care and, in
appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary
relief, remain available under Delaware law. This provision also does not affect a directors
responsibilities under any other laws, such as the federal securities laws or other state or
federal laws.
The Company may purchase and maintain insurance covering its directors and officers against
any liability asserted against any of them and incurred by any of them, whether or not the Company
would have the power to indemnify them against such liability under the bylaws. In addition, the
Company is required to advance expenses (including attorneys fees) incurred by a director or
officer defending an action if that person undertakes to repay the Company if he or she is
ultimately determined not to be entitled to be indemnified by the Company. The indemnification
provided by the Companys amended and restated certificate of incorporation is not exclusive of any
rights to which those seeking indemnification may be entitled under the amended and restated
certificate of incorporation, the bylaws, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.
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The Company believes these bylaw provisions and indemnification agreements are necessary to
attract and retain qualified persons as directors and officers. The Company also maintains
directors and officers liability insurance.
The limitation of liability and indemnification provisions in the Companys amended and
restated certificate of incorporation and amended and restated bylaws may discourage stockholders
from bringing a lawsuit against directors for breach of their fiduciary duties. They may also
reduce the likelihood of derivative litigation against directors and officers, even though an
action, if successful, might benefit the Company and its stockholders. A stockholders investment
may be harmed to the extent the Company pays the costs of settlement and damage awards against
directors and officers pursuant to these indemnification provisions. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to the Companys directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, the Company has been
advised that, in the opinion of the SEC, such indemnification is against public policy as expressed
in the Securities Act, and is, therefore, unenforceable.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
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Exhibit
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Number
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Description
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4.1
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
on the Companys Registration Statement on Form S-1, filed with the SEC on
May 13, 2009)
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4.2
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Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 on the Companys Registration
Statement on Form S-1, filed with the SEC on May 6, 2009)
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4.3
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Amended and Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 on the Companys Registration Statement on Form S-1, filed with
the SEC on March 24, 2009).
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on the signature page hereto)
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99.1
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Amended and Restated 1999 Equity Incentive Plan (incorporated by reference
to Exhibit 10.18 on the Companys Registration Statement on Form S-1, filed
with the SEC on April 14, 2008).
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99.2
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2007 Employee Stock Option Plan (incorporated by reference to Exhibit 10.19
on the Companys Registration Statement on Form S-1, filed with the SEC on
April 14, 2008).
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of
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securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no
more than 20% change in the maximum aggregate offering price set forth in the Calculation
of Registration Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in
this registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes, that, for purposes of determining any liability
under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Longmont, State of Colorado, on this 20th
day of May, 2009.
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DIGITALGLOBE, INC.
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By:
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/s/ Yancey L. Spruill
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Name:
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Yancey L. Spruill
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Title:
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Executive Vice President,
Chief Financial Officer and Treasurer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints J. Alison Alfers, Jill D. Smith and Yancey L. Spruill and each of them, his true and
lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities indicated and on the dates
indicated.
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Name
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Title
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Date
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/s/ Jill D. Smith
Jill D. Smith
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President, Chief Executive Officer
and
Chairman of the Board
(Principal Executive Officer)
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May 20, 2009
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/s/ Yancey L. Spruill
Yancey L. Spruill
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Executive Vice President, Chief
Financial
Officer and Treasurer
(Principal Financial and
Accounting Officer)
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May 20, 2009
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/s/ Paul M. Albert, Jr.
Paul M. Albert, Jr.
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Director
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May 20, 2009
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/s/ General Howell M. Estes III
General Howell M. Estes III
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Director
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May 20, 2009
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Director
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/s/ Judith A. McHale
Judith A. McHale
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Director
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May 20, 2009
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/s/ Eddy Zervigon
Eddy Zervigon
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Director
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May 20, 2009
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7
INDEX OF EXHIBITS
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Exhibit
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Number
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Description
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4.1
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1
on the Companys Registration Statement on Form S-1, filed with the SEC on
May 13, 2009)
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4.2
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Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 on the Companys Registration
Statement on Form S-1, filed with the SEC on May 6, 2009)
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4.3
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Amended and Restated By-Laws of the Company (incorporated by reference to
Exhibit 3.2 on the Companys Registration Statement on Form S-1, filed with
the SEC on March 24, 2009).
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5.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
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23.1
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Consent of PricewaterhouseCoopers LLP
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)
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24.1
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Power of Attorney (included on the signature page hereto)
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99.1
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Amended and Restated 1999 Equity Incentive Plan (incorporated by reference
to Exhibit 10.18 on the Companys Registration Statement on Form S-1, filed
with the SEC on April 14, 2008).
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99.2
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2007 Employee Stock Option Plan (incorporated by reference to Exhibit 10.19
on the Companys Registration Statement on Form S-1, filed with the SEC on
April 14, 2008).
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