Securities Registration: Employee Benefit Plan (s-8)
January 31 2022 - 5:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 31, 2022
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
CONTEXTLOGIC INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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27-2930953
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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One Sansome Street, 33rd Floor
San Francisco, CA 94104
(415) 432-7323
(Address of Principal Executive Offices)
ContextLogic Inc. 2022 New Employee Equity Incentive Plan
(Full title of Plan)
Vivian Liu
Chief
Financial Officer
ContextLogic Inc.
One Sansome Street, 33rd Floor
San Francisco, CA 94104
(Name and address of agent for service)
(415) 432-7323
(Telephone number, including area code, of agent for service)
Copies to:
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Jeffrey R. Vetter
Ryan J. Gunderson
Heather
N. Aune
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
One Bush Plaza, Suite 1200
San Francisco, CA 94104
(415) 978-9803
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Devang S. Shah
Renee Jackson
ContextLogic Inc.
One
Sansome Street, 33rd Floor
San Francisco, CA 94104
(415) 432-7323
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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.
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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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☐
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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. ☐
EXPLANATORY NOTE
On January 27, 2022, the Registrant adopted the 2022 New Employee Equity Incentive Plan (the Inducement Plan), pursuant to
which the Registrant reserved 12,000,000 shares of Class A common stock to be used exclusively for grants of equity-based awards to individuals who were not previously employees or directors of the Registrant, as an inducement material to the
individuals entry into employment with the Registrant within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules. The Inducement Plan was adopted by the Registrants compensation committee of the board of directors without
stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
Not
required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
ContextLogic Inc., or the Registrant, hereby incorporates by reference into this Registration Statement the following documents:
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(a)
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the Registrants Annual Report on Form
10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 25, 2021;
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(b)
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the Registrants Quarterly Report on Form
10-Q for the quarter ended March 31, 2021 filed with the SEC on May 12, 2021;
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(c)
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the Registrants Quarterly Report on Form
10-Q for the quarter ended June 30, 2021 filed with the SEC on August 12, 2021;
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(d)
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the Registrants Quarterly Report on Form
10-Q for the quarter ended September 30, 2021 filed with the SEC on November 10, 2021;
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(e)
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the Registrants Current Reports on Form 8-K filed with the SEC on
May
12, 2021, June
11, 2021 (as amended on June
30, 2021), June
30, 2021, August
23, 2021 (as amended on September
1, 2021), September
3, 2021, October
25, 2021, November
11, 2021, and December 23, 2021 (each to the extent filed and not furnished);
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(f)
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the description of the Registrants common stock contained in the Registrants Registration Statement
on Form 8-A (File No. 001-39775), filed with the SEC on
December 8, 2020, including any amendments or reports filed for the purpose of updating such description;
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(g)
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the information specifically incorporated by reference into the Registrants Annual Report on Form 10-K for the year ended December 31, 2020 from the Registrants definitive proxy statement
relating to the 2021 annual meeting of stockholders, which was filed with the SEC on April 28, 2021; and
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(h)
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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 registrant document referred to in (a) above.
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All other reports and documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or 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 filing of such documents. The Registrant is not, however, incorporating any documents or information that the Registrant is deemed to furnish and not file in accordance with SEC rules. Any statement contained in a document incorporated
or deemed incorporated by reference in this Registration Statement will be deemed modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document that also is deemed
incorporated by reference in this Registration Statement modifies or supersedes that statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests
of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporations board of directors to grant,
indemnity to directors and officers under certain circumstances and subject to certain limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances
for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
As permitted by the Delaware General
Corporation Law, the Registrants amended and restated certificate of incorporation and amended and restated bylaws contain provisions relating to the limitation of liability and indemnification of directors and officers. The amended and
restated certificate of incorporation provides that the Registrants directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability:
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for any breach of the directors duty of loyalty to the Registrant or its stockholders;
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for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
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in respect of unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in
Section 174 of the Delaware General Corporation Law; or
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for any transaction from which the director derives any improper personal benefit.
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The Registrants amended and restated certificate of incorporation also provides that if Delaware law is amended after the approval by
the Registrants stockholders of the certificate of incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of the directors will be eliminated or limited to the
fullest extent permitted by Delaware law.
The Registrants amended and restated bylaws provide that the Registrant will indemnify
its directors and officers to the fullest extent permitted by Delaware law, as it now exists or may in the future be amended, against all expenses and liabilities reasonably incurred in connection with their service for or on the Registrants
behalf. The Registrants amended and restated bylaws provide that the Registrant shall advance the expenses incurred by a director or officer in advance of the final disposition of an action or proceeding, and permit the Registrant to secure
insurance on behalf of any director, officer, employee, or other enterprise agent for any liability arising out of his or her action in that capacity, whether or not Delaware law would otherwise permit indemnification.
The Registrant entered into indemnification agreements with each of its directors and
executive officers and certain other key employees. The form of agreement provides that the Registrant will indemnify each of its directors, executive officers and such other key employees against any and all expenses incurred by that director,
executive officer, or other key employee because of his or her status as one of the Registrants directors, executive officers, or other key employees, to the fullest extent permitted by Delaware law, the Registrants restated certificate
of incorporation and its amended and restated bylaws. In addition, the form agreement provides that, to the fullest extent permitted by Delaware law, the Registrant will advance all expenses incurred by its directors, executive officers and other
key employees in connection with a legal proceeding.
The Registrant currently carries and intends to continue to carry liability
insurance for itsdirectors and officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are incorporated herein by reference.
EXHIBIT INDEX
A. The undersigned Registrant hereby undertakes:
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(1)
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to file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement:
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(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 this
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 this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of 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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 this Registration Statement or any material change to such information in this Registration Statement; provided , however , that
clauses A(1)(i) and A(1)(ii) above shall 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 SEC by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement;
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(2)
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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; and
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(3)
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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 Registrants offering.
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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 this 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 SEC, such indemnification is against public policy as expressed
in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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 Francisco, State of
California on this 31st day of January, 2022.
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CONTEXTLOGIC INC.
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By:
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/s/ Vivian Liu
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Name:
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Vivian Liu
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Title:
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Vivian Liu and Devang Shah, and
each of them, his or her true and lawful attorneys-in-fact and agents, each 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 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agents or
their substitute or substitutes may lawfully 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, 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/ Piotr Szulczewski
Piotr Szulczewski
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Chief Executive Officer and Director
(Principal Executive
Officer)
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January 31, 2022
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/s/ Vivian Liu
Vivian Liu
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Chief Financial Officer
(Principal Financial
Officer)
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January 31, 2022
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/s/ Brett Just
Brett Just
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Chief Accounting Officer
(Principal Accounting Officer)
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January 31, 2022
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/s/ Jacqueline Reses
Jacqueline Reses
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Executive Chair
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January 31, 2022
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Signature
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Title
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Date
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/s/ Julie Bradley
Julie Bradley
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Director
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January 31, 2022
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/s/ Tanzeen Syed
Tanzeen Syed
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Lead Independent Director
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January 31, 2022
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/s/ Stephanie Tilenius
Stephanie Tilenius
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Director
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January 31, 2022
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/s/ Hans Tung
Hans Tung
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Director
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January 31, 2022
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