As filed with the Securities and Exchange Commission on August 30, 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
BILL.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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83-2661725
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6220 America Center Drive, Suite 100
San Jose, California 95002
(Address of Principal Executive Offices) (Zip Code)
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
DivvyPay, Inc. 2016 Equity Incentive Plan
(Full title of the plans)
René
Lacerte
Chief Executive Officer and Founder
Bill.com Holdings, Inc.
6220 America Center Drive, Suite 100
San Jose, California 95002
(650) 621-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Mark C. Stevens
Dawn H. Belt
Bomi
Lee
Michael M. Shaw
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
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Raj Aji
Michael Dunn
Bill.com
Holdings, Inc.
6220 America Center Drive, Suite 100
San Jose, California 95002
(650) 621-7700
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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 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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☐
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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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Common stock, $0.00001 par value per share:
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2019 Equity Incentive Plan
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4,725,178(2)
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$218.94(3)
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$1,034,530,472
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$112,868
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2019 Employee Stock Purchase Plan
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945,035(4)
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$186.10(5)
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$175,871,014
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$19,188
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DivvyPay, Inc. 2016 Equity Incentive Plan
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1,256,328(6)
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$ 16.22(7)
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$20,377,641
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$2,224
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TOTAL
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6,926,541
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$1,230,779,127
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$134,280
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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 Registrant’s 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 Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
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(2)
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Represents additional shares of the Registrant’s common stock reserved for issuance under the 2019 Equity
Incentive Plan (“2019 Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2019 Plan.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, 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 New York Stock Exchange on August 25, 2021.
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(4)
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Represents additional shares of the Registrant’s common stock reserved for issuance under the 2019
Employee Stock Purchase Plan (“Purchase Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan.
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(5)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, 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 New York Stock Exchange on August 25, 2021. Under the Purchase Plan, the purchase price of a share of common stock
is equal to 85% of the fair market value of the Registrant’s common stock on the offering date or the purchase date, whichever is less.
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(6)
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Pursuant to an Agreement and Plan of Merger, dated as of May 6, 2021 (the “Merger
Agreement”), by and among the Registrant, certain of the Registrant’s wholly owned subsidiaries, DivvyPay, Inc., a Delaware corporation (“DivvyPay”), and Shareholder Representative Services LLC, solely in
its capacity as the stockholders’ agent, in connection with our acquisition of DivvyPay, the Registrant, on June 1, 2021, assumed certain outstanding options to purchase shares of DivvyPay common stock under the terms and conditions of the
DivvyPay, Inc. 2016 Equity Incentive Plan, and such options became exercisable for shares of the Registrant’s Common Stock, subject to appropriate adjustments.
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(7)
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Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act on the basis of the
weighted average exercise price of the options under the DivvyPay, Inc. 2016 Equity Incentive Plan assumed by the Registrant.
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