As filed with the Securities and Exchange Commission on August 29, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
NETSUITE INC.
(Exact name of registrant as specified in its charter)
Delaware
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94-3310471
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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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2955 Campus Drive, Suite 100
San Mateo, CA 94403
(650) 627-1000
(Address, including zip code and telephone number, of principal executive offices)
NetSuite Inc. 2016 Equity Incentive Plan
(Full title of the plan)
Douglas P. Solomon, Esq.
NetSuite Inc.
2955 Campus Drive, Suite 100
San Mateo, CA 94403
(Name and address of agent for service)
(650) 627-1000
(Telephone number, including area code, of agent for service)
Copy to:
Richard A. Kline, Esq.
Goodwin Procter LLP
135 Commonwealth Drive
Menlo Park, CA 94025
(650) 752-3100
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 definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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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, $0.01 par value
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To be issued under the 2016 Equity Incentive Plan
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9,024,960
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(2)
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N/A
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(2)
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N/A
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(2)
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N/A
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(2)
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(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Common Stock of NetSuite Inc. (the Registrant) that become issuable pursuant to the 2016 Equity Incentive Plan (the 2016 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.
(2)
Represents a portion of the shares of Common Stock available under the 2016 Plan, which consists of (a) 2,376,931 shares of Common Stock that were available for grant under the Registrants 2007 Equity Incentive Plan (the 2007 Plan) as of June 21, 2016 that have been combined into the 2016 Plan, which will be available for future grant under the 2016 Plan and (b) up to a maximum of 6,648,029 shares of Common Stock subject to awards under the Registrants 1999 Stock Plan (the 1999 Plan, together with the 2007 Plan, the Prior Plans) and the 2007 Plan that expire, or are otherwise forfeited to or repurchased by the Company on or after June 21, 2016 (as reported in the Registrants Proxy Statement related to the approval of the 2016 Plan). The Registrant has previously registered, and paid the registration fees for, these shares of Common Stock reserved under the Prior Plans that have or will be included under the 2016 Plan pursuant to Registration Statements on Forms S-8, Registration Nos. 333-202915, 333-193964, 333-186972, 333-179467, 333-172245, 333-164864, 333-157307, 333-148290, 333-153039, and 333-148290 filed on March 20, 2015, February 14, 2014, February 28, 2013, February 10, 2012, February 14, 2011, February 11, 2010, February 13, 2009, August 18, 2008, August 15, 2008, and December 21, 2007, respectively.
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 Mateo, State of California, on
August 29
, 2016.
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NETSUITE INC.
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By:
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/s/ Zachary Nelson
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Zachary Nelson
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that the individuals whose signatures appear below constitute and appoint Zachary Nelson, Ronald Gill and Douglas P. Solomon, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her 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 all 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 and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 and on the dates indicated:
Signature
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Title
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Date
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/s/ Zachary Nelson
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Director and Chief Executive Officer
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August 29
, 2016
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Zachary Nelson
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(Principal Executive Officer)
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/s/ Ronald Gill
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Chief Financial Officer (Principal Financial Officer)
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August 29
, 2016
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Ronald Gill
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/s/ Michael Forman
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Senior Vice President, Global Controller (Principal
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August 29
, 2016
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Michael Forman
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Accounting Officer)
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/s/ James McGeever
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Director
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August 29
, 2016
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James McGeever
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/s/ William L. Beane III
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Director
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August 29
, 2016
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William L. Beane III
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/s/ Deborah A. Farrington
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Director
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August 29
, 2016
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Deborah A. Farrington
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/s/ Evan M. Goldberg
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Director
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August 29
, 2016
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Evan M. Goldberg
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