Securities Registration: Employee Benefit Plan (s-8)
March 01 2018 - 5:25PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on March 1, 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
Roku, Inc.
(Exact name
of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
26-2087865
|
|
(State or other jurisdiction of
Incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
150 Winchester Circle
Los Gatos, California 95032
(408)
556-9040
(Address of principal executive offices) (Zip code)
Roku, Inc. 2017 Equity Incentive Plan
Roku, Inc. 2017 Employee Stock Purchase Plan
(Full titles of the plans)
Stephen H.
Kay
General Counsel and Secretary
Roku, Inc.
150
Winchester Circle Los Gatos, California 95032
(408)
556-9040
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
|
|
|
|
|
Mark P. Tanoury
John T. McKenna
Seth J.
Gottlieb
Alex K. Kassai
Cooley LLP
3175 Hanover
Street
Palo Alto, California 94304
(650)
843-5000
|
|
David Y. Oh
Roku, Inc.
150 Winchester
Circle
Los Gatos, California 95032
(408)
556-9040
|
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,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
Non-accelerated
filer
|
|
☒ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☒
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered
(1)
|
|
Proposed
Maximum
Offering
Price
per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
|
Class A Common Stock, par value $0.0001 per
share
|
|
|
|
|
|
|
|
|
|
– 2017 Equity Incentive Plan
|
|
5,715,087 (2)
|
|
$40.84 (4)
|
|
$233,404,153.08
|
|
$29,058.82
|
|
– 2017 Employee Stock Purchase Plan
|
|
991,567 (3)
|
|
$34.71 (5)
|
|
$34,417,290.57
|
|
$4,284.96
|
|
Total
|
|
6,706,654
|
|
|
|
$267,821,443.65
|
|
$33,343.78
|
|
|
|
|
|
(1)
|
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of Roku,
Inc. (“Roku”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of
Roku’s Class A common stock.
|
|
(2)
|
Represents 4,957,835 additional shares of Class A common stock available for issuance as a result of the annual evergreen increase on January 1, 2018 under Roku’s 2017 Equity Incentive Plan (the
“2017 Plan”) and 757,252 additional shares available for issuance in connection with the termination or cancellation of options granted under the 2008 Equity Incentive Plan.
|
|
(3)
|
Represents 991,567 additional shares of Class A common stock available for issuance as a result of the annual evergreen increase on January 1, 2018 under Roku’s 2017 Employee Stock Purchase Plan (the
“2017 ESPP”).
|
|
(4)
|
Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of $40.84, the average of the high and low prices of Roku’s Class A common stock as reported on The
Nasdaq Global Select Market on February 27, 2018.
|
|
(5)
|
Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of 85% of $40.84, the average of the high and low prices of Roku’s Class A common stock as reported
on The Nasdaq Global Select Market on February 27, 2018. Pursuant to the 2017 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.
|
EXPLANATORY NOTE
2017 Equity Incentive Plan
The 2017
Equity Incentive Plan (the “2017 Plan”) of Roku, Inc. (“Roku”) provides that the total number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1st of each calendar year, from
January 1, 2018 to January 1, 2027, in an amount equal to 5% of the total number of shares of Roku’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by Roku’s Board of
Directors. Accordingly, on January 1, 2018, the number of shares of Class A common stock that may be issued upon the exercise of incentive stock options under the 2017 Plan increased by an additional 4,957,835 shares (or 5% of the
outstanding shares of Roku’s capital stock as of December 31, 2017). In addition, following the execution of the underwriting agreement in connection with our initial public offering, the number of shares reserved for issuance under the
2017 Plan will be increased by the number of shares subject to options that expired or terminated under our 2008 Equity Incentive Plan. As a result, the shares reserved under the 2017 Plan increased by an additional 757,252 shares.
2017 Employee Stock Purchase Plan
The
2017 Employee Stock Purchase Plan (the “2017 ESPP”) of Roku provides that the total number of shares reserved for issuance under the 2017 ESPP will automatically increase on January 1st of each calendar year, from January 1, 2018
to January 1, 2027, by the lesser of (1) 1% of the total number of shares of Roku’s capital stock outstanding on the last day of the calendar month prior to the date of the automatic increase, and (2) 3,000,000
shares; provided that prior to the date of any such increase, Roku’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Accordingly, on January 1, 2018, the number
of shares of Class A common stock reserved under the 2017 ESPP increased by an additional 991,567 shares (or 1% of the outstanding shares of Roku’s capital stock as of December 31, 2017).
These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statement
on Forms
S-8
(File
No. 333-220701)
(“Prior
Form S-8”) was
filed with the Securities and Exchange
Commission (“Commission”) on September 28, 2017.
PART II
|
ITEM 3.
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
The following documents filed by Roku,
Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a)
Roku’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2017
filed on March 1, 2018, which contains audited financial statements for Roku’s latest fiscal year.
(b)
The description of the
Registrant’s Class A Common Stock which is contained in a registration statement on Form
8-A
filed on September 19, 2017 (File
No. 001-38211)
under
the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c)
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form
8-K
and exhibits furnished on such form that relate to such items) on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated
by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Pursuant to General Instruction E to Form
S-8,
the contents of the Prior Form
S-8
are incorporated herein by reference and made a part hereof.
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
Los Gatos, State of California, on this 1st day of March, 2018.
|
|
|
|
|
ROKU, INC.
|
|
|
|
|
By:
|
|
/s/ Steve Louden
|
|
|
|
Steve Louden
|
|
|
|
Chief Financial Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints Anthony Wood and Steve
Louden, and each of them, as his or her true and lawful
attorneys-in-fact
and agents, each with the full power of substitution, for him or her and in their name, place
or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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
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, 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, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Anthony Wood
Anthony Wood
|
|
President, Chief Executive Officer and Chairman
(Principal Executive Officer)
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Steve Louden
Steve Louden
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Ravi Ahuja
Ravi Ahuja
|
|
Director
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Shawn Carolan
Shawn Carolan
|
|
Director
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Jeffrey Hastings
Jeffrey Hastings
|
|
Director
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Alan Henricks
Alan Henricks
|
|
Director
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Neil Hunt
Neil Hunt
|
|
Director
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Daniel Leff
Daniel Leff
|
|
Director
|
|
March 1, 2018
|
|
|
|
|
|
/s/ Ray Rothrock
Ray Rothrock
|
|
Director
|
|
March 1, 2018
|
Roku (NASDAQ:ROKU)
Historical Stock Chart
From Mar 2024 to Apr 2024
Roku (NASDAQ:ROKU)
Historical Stock Chart
From Apr 2023 to Apr 2024
