Securities Registration: Employee Benefit Plan (s-8)
March 14 2018 - 4:55PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 14, 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
WORKDAY, INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Delaware
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20-2480422
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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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6230 Stoneridge Mall Road
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)
2012 Equity Incentive Plan
(Full Title of the Plan)
Robynne D.
Sisco
Co-President
and Chief Financial Officer
Workday, Inc.
6230
Stoneridge Mall Road
Pleasanton, California 94588
(Name and Address of Agent For Service)
(925)
951-9000
(Telephone Number, including area code, of agent for service)
Copies to:
Jeffery R. Vetter, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650)
988-8500
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 definitions of large accelerated filer,
accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act. (Check one):
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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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☐ (Do not check if a smaller reporting company)
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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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Class A Common Stock, $0.001 par value per share,
reserved for issuance pursuant to the 2012 Equity Incentive Plan
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10,598,874 (2)
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$137.45 (3)
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$1,456,815,231.30(3)
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$181,373.50 (3)
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TOTAL
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10,598,874
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N/A
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$1,456,815,231.30
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$181,373.50
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants Class A Common
Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration which
results in an increase in the number of the outstanding shares of the Registrants Class A Common Stock.
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(2)
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Represents additional shares reserved for issuance under the 2012 Equity Incentive Plan as of the date of this Registration Statement.
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(3)
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Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrants Class A Common Stock as
reported on the Nasdaq Global Select Market on March 9, 2018.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
Workday, Inc. (the Registrant) is filing this Registration
Statement with the SEC to register 10,598,874 additional shares of Class A Common Stock under the Registrants 2012 Equity Incentive Plan (the Plan), pursuant to the provisions of the Plan providing for an automatic increase in
the number of shares reserved for issuance under the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrants prior registration statements on Form
S-8
filed
with the Securities and Exchange Commission (the Commission) on October 12, 2012 (Registration
No. 333-184395),
April 1, 2013 (Registration
No. 333-187665),
March 31, 2014 (Registration
No. 333-194934),
March 25, 2015 (Registration
No. 333-203004),
March 22, 2016 (Registration
No. 333-210330),
and March 20, 2017 (Registration
No. 333-216834).
In accordance with the instructional note to Part I of Form
S-8
as promulgated by the Commission, the information specified by Part I of Form
S-8
has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by Reference
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The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
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(a)
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the Registrants Annual Report on Form
10-K
for the fiscal year ended January 31, 2018 filed with the Commission on March 14, 2018 pursuant to Section 13 of
the Securities Exchange Act of 1934, as amended (the Exchange Act);
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(b)
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all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants Annual Report referred to in (a) above; and
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(c)
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the description of the Registrants Class A Common Stock contained in the Registrants Registration Statement on Form
8-A
(Registration
No. 001-35680)
filed with the Commission on September 19, 2017, including any amendments or reports filed for the purpose of updating such description.
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All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which
de-registers
all
securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been
furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form
8-K
prior or subsequent to the date hereof
shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8.
Exhibits
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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 Pleasanton, State of California, on
this 14th day of March, 2018.
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Workday, Inc.
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By:
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/s/ Robynne D. Sisco
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Robynne D. Sisco
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Co-President
and Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned officers and directors of Workday, Inc., a Delaware corporation, do hereby constitute and
appoint Robynne D. Sisco,
Co-President
and Chief Financial Officer and James P. Shaughnessy, Senior Vice President, General Counsel and Secretary, and each of them, the lawful
attorneys-in-fact
and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be
necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration
Statement, to any and all amendments, both
pre-effective
and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with
this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF
, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Aneel Bhusri
Aneel Bhusri
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Chief Executive Officer and Director
(Principal Executive Officer)
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March 14, 2018
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/s/ Robynne D. Sisco
Robynne D. Sisco
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Co-President
and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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March 14, 2018
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/s/ A. George Battle
A. George Battle
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Director
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March 14, 2018
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/s/ Christa Davies
Christa Davies
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Director
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March 14, 2018
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/s/ David A. Duffield
David A. Duffield
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Director
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March 14, 2018
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/s/ Carl M. Eschenbach
Carl M. Eschenbach
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Director
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March 14, 2018
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/s/ Michael M. McNamara
Michael M. McNamara
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Director
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March 14, 2018
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/s/ Michael A. Stankey
Michael A. Stankey
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Director
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March 14, 2018
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/s/ George J. Still, Jr.
George J. Still, Jr.
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Director
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March 14, 2018
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/s/ Lee J. Styslinger III
Lee J. Styslinger III
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Director
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March 14, 2018
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/s/ Jerry Yang
Jerry Yang
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Director
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March 14, 2018
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