As filed with the Securities and Exchange Commission on February 27, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVERBRIDGE, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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26-2919312 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
25 Corporate Drive, Suite 400
Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip code)
2016 Equity Incentive Plan
2016 Employee Stock Purchase Plan
(Full titles of the plans)
David Wagner
Chief Executive Officer
Everbridge, Inc.
25 Corporate Drive, Suite 400
Burlington, Massachusetts 01803
(818) 230-9700
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Noah F. Webster, Esq.
Everbridge, Inc.
25 Corporate Drive, Suite 400
Burlington, Massachusetts 01803
(818) 230-9700
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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☐ |
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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☐ |
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. ¨
INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENT ON FORM S-8
This Registration Statement is being filed by Everbridge, Inc. (the “Registrant”) for the purpose of registering (i) an additional 1,235,987 shares of Common Stock issuable pursuant to the Everbridge, Inc. 2016 Equity Incentive Plan (the “2016 EIP”), pursuant to the provisions of the 2016 EIP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2016 EIP on January 1, 2024 and (ii) an additional 200,000 shares of Common Stock issuable pursuant to the Everbridge, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”), pursuant to the provisions of the 2016 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2016 ESPP on January 1, 2024. These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2016 EIP and 2016 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2016 (File No. 333-213679), on Form S-8 filed with the Commission on March 23, 2017 (File No. 333-216909), on Form S-8 filed with the Commission on September 24, 2018 (File No. 333-227502), on Form S-8 filed with the Commission on March 1, 2019 (File No. 333-230032), on Form S-8 filed with the Commission on February 28, 2020 (File No. 333-236767), on Form S-8 filed with the Commission on February 26, 2021 (File No. 333-253639), on Form S-8 filed with the Commission on February 25, 2022 (File No. 333-263048) and on Form S-8 filed with the Commission on February 24, 2023 (File No. 333-270008). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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(1) |
Previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37874), originally filed with the Commission on August 9, 2021, and incorporated herein by reference. |
(2) |
Previously filed as Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37874), originally filed with the Commission on November 9, 2023, and incorporated herein by reference. |
(3) |
Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
(4) |
Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
(5) |
Previously filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-37874), originally filed with the Commission on August 14, 2017, and incorporated herein by reference. |
(6) |
Previously filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
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 Coppell, State of Texas, on February 27, 2024.
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EVERBRIDGE, INC. |
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By: |
/s/ Noah F. Webster |
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Noah F. Webster Chief Legal Officer and Secretary |
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints David J. Wagner, David E. Rockvam and Noah F. Webster, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, 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 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 their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons 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/ David J. Wagner |
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Chief Executive Officer and Director |
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February 27, 2024 |
David J. Wagner |
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(Principal Executive Officer) |
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/s/ David E. Rockvam |
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Executive Vice President and Chief Financial Officer |
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February 27, 2024 |
David E. Rockvam |
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(Principal Financial Officer) |
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/s/ Phillip E. Huff |
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Vice President, Corporate Controller and Chief |
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February 27, 2024 |
Phillip E. Huff |
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Accounting Officer (Principal Accounting Officer) |
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/s/ David Henshall |
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Chairman of the Board of Directors |
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February 27, 2024 |
David Henshall |
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/s/ David Benjamin |
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Director |
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February 27, 2024 |
David Benjamin |
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/s/ Richard D’Amore |
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Director |
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February 27, 2024 |
Richard D’Amore |
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/s/ Alison Dean |
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Director |
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February 27, 2024 |
Alison Dean |
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/s/ Rohit Ghai |
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Director |
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February 27, 2024 |
Rohit Ghai |
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/s/ Kent Mathy |
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Director |
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February 27, 2024 |
Kent Mathy |
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/s/ Simon Paris |
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Director |
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February 27, 2024 |
Simon Paris |
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/s/ Sharon Rowlands |
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Director |
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February 27, 2024 |
Sharon Rowlands |
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Exhibit 5.1
February 27, 2024
Everbridge, Inc.
25 Corporate Drive, Suite 400
Burlington, MA 01803
Ladies and Gentlemen:
I am the Chief Legal Officer of Everbridge, Inc., a Delaware corporation (the “Company”), and am providing this opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 1,435,987 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including (i) 1,235,987 shares (the “2016 EIP Shares”) pursuant to the Company’s 2016 Equity Incentive Plan (the “2016 EIP”) and (ii) 200,000 shares (the “2016 ESPP Shares”) pursuant to the Company’s 2016 Employee Stock Purchase Plan (the “2016 ESPP,” and collectively with the 2016 EIP, the “Plans”).
In connection with this opinion, I have examined and relied upon the Registration Statement and related Prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plans and the originals or copies certified to my satisfaction of such other records, documents, certificates, memoranda and other instruments as I deem necessary or appropriate to enable me to render the opinion expressed below. I have assumed the genuineness and authenticity of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies thereof.
My opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that the 2016 EIP Shares, when sold and issued in accordance with the 2016 EIP, and the 2016 ESPP Shares, when sold and issued in accordance with the 2016 ESPP, the Registration Statement and the related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
I consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Noah F. Webster
Noah F. Webster
Chief Legal Officer
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2016 Equity Incentive Plan and the 2016 Employee Stock Purchase Plan of Everbridge, Inc. of our reports dated February 27, 2024, with respect to the consolidated financial statements of Everbridge, Inc. and subsidiaries and the effectiveness of internal control over financial reporting of Everbridge, Inc. and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 27, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Everbridge, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered⁽¹⁾ |
Proposed
Maximum
Offering
Price Per
Unit⁽²⁾ |
Maximum
Aggregate
Offering
Price⁽²⁾ |
Fee
Rate |
Amount of
Registration Fee |
Equity |
Common
Stock, par
value $0.001
per share |
Rule 457(c)
and Rule
457(h) |
1,235,987⁽³⁾ |
$28.26 |
$34,928,993 |
0.0001476 |
$5,155.51 |
Equity |
Common
Stock, par
value $0.001
per share |
Rule 457(c)
and Rule
457(h) |
200,000⁽⁴⁾ |
$28.26 |
$5,652,000 |
0.0001476 |
$834.24 |
Total Offering Amounts |
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$40,580,993 |
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$5,989.75 |
Total Fee Offsets |
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$0 |
Net Fee Due |
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$5,989.75 |
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(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) that become issuable under the Everbridge, Inc. 2016 Equity Incentive Plan (the “2016 EIP”) and the Everbridge, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) |
Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Market on February 20, 2024. |
(3) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 EIP on January 1, 2024, pursuant to an “evergreen” provision contained in the 2016 EIP. |
(4) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 ESPP on January 1, 2024, pursuant to an “evergreen” provision contained in the 2016 ESPP. |
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