Securities Registration: Employee Benefit Plan (s-8)
March 01 2021 - 04:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 1, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EverQuote, Inc.
(Exact Name of Registrant as Specified in Its
Charter)
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Delaware |
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26-3101161 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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210 Broadway
Cambridge, Massachusetts
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02139 |
(Address of Principal Executive
Offices) |
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(Zip Code) |
2018 Equity Incentive Plan
(Full title of the plan)
Jayme Mendal
President and Chief Executive Officer
EverQuote, Inc.
210 Broadway
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(855) 522-3444
(Telephone number, including area code, of agent
for service)
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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☐ |
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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. ☐
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
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1,410,678 shares (2) |
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$49.35 (3) |
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$69,616,959 (3) |
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$7,595 |
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(1) |
In accordance with Rule 416 under the Securities
Act of 1933, as amended (the “Securities Act”), this
registration statement shall be deemed to cover any additional
shares of the Registrant’s Class A Common Stock
(“Class A Common Stock”) that may from time to
time be offered or issued under the Registrant’s 2018 Equity
Incentive Plan to prevent dilution resulting from stock splits,
stock dividends or similar transactions that increases the number
of outstanding shares of Class A Common Stock.
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(2) |
Represents 1,410,678 additional shares of the
Registrant’s Class A Common Stock available for issuance under
the Registrant’s 2018 Equity Incentive Plan, effective as of
January 1, 2021, as a result of an annual increase.
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(3) |
Estimated solely for the purpose of calculating the
registration fee pursuant to Rules 457(c) and
457(h) of the Securities Act, and based upon $49.35, the
average of the high and low prices of the Registrant’s Class A
Common Stock as reported on the Nasdaq Global Market on
February 26, 2021.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2018
Equity Incentive Plan of EverQuote, Inc. (the “Registrant”),
is being filed for the purpose of registering additional securities
of the same class as other securities for which a Registration
Statement on Form S-8
has previously been filed and is effective. Pursuant to General
Instruction E to Form S-8, except as otherwise set
forth below, this Registration Statement incorporates by reference
the contents of (i) the Registration Statement on Form
S-8, File No. 333-225944, filed by the
Registrant with the Securities and Exchange Commission on
June 28, 2018, (ii) the Registration Statement on Form
S-8, File No. 333-230800, filed by the
Registrant with the Securities and Exchange Commission on
April 10, 2019 and (iii) the Registration Statement
on Form S-8, File
No. 333-236668, filed
by the Registrant with the Securities and Exchange Commission on
February 26, 2020.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
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 Cambridge,
Commonwealth of Massachusetts, on this 1st day of March, 2021.
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EVERQUOTE, INC. |
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By: |
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/s/ Jayme Mendal
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Jayme Mendal |
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President and Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of EverQuote, Inc.,
hereby severally constitute and appoint Jayme Mendal, John Wagner
and David Mason, and each of them singly (with full power to each
of them to act alone), as our true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution in each of them
for him and in his name, place and stead, and in any and all
capacities, to sign the registration statement on Form S-8 filed herewith and any and all
subsequent amendments to said registration statement, and generally
to do all such things in our names and on our behalf in our
capacities as officers and directors to enable EverQuote, Inc. to
comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said
registration statement and any and all amendments thereto.
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/ Jayme Mendal
Jayme Mendal
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President and Chief Executive Officer and
Director
(Principal Executive Officer)
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March 1, 2021 |
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/s/ John Wagner
John Wagner
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Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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March 1, 2021 |
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/s/ David Blundin
David Blundin
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Chairman of the Board of
Directors |
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March 1, 2021 |
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/s/ Darryl Auguste
Darryl Auguste
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Director |
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March 1, 2021 |
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/s/ Sanju Bansal
Sanju Bansal
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Director |
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March 1, 2021 |
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/s/ Paul Deninger
Paul Deninger
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Director |
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March 1, 2021 |
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/s/ John Lunny
John Lunny
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Director |
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March 1, 2021 |
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/s/ George Neble
George Neble
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Director |
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March 1, 2021 |
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/s/ John Shields
John Shields
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Director |
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March 1, 2021 |
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/s/ Mira Wilczek
Mira Wilczek
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Director |
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March 1, 2021 |