Securities Registration: Employee Benefit Plan (s-8)
September 09 2021 - 5:08PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 9, 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)
Invoice2go, Inc. 2014 Stock 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, $0.00001 par value per share:
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Invoice2go, Inc. 2014 Stock Plan
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183,460
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(2)
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$
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25.61
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(3)
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$
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4,698,411
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$
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513
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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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Pursuant to an Agreement and Plan of Merger, dated as of July 16, 2021 (the “Merger
Agreement”), by and among the Registrant, certain of the Registrant’s wholly owned subsidiaries, Invoice2go, Inc., a Delaware corporation (“Invoice2go”), and Fortis Advisors LLC, solely in its capacity as
the stockholders’ agent, in connection with our acquisition of Invoice2go, the Registrant, on September 1, 2021, assumed certain outstanding options to purchase shares of Invoice2go common stock under the terms and conditions of the
Invoice2go, Inc. 2014 Stock Plan, and such options became exercisable for shares of the Registrant’s Common Stock, subject to appropriate adjustments.
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(3)
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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 Invoice2go, Inc. 2014 Stock Plan assumed by the Registrant.
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PART I
Information Required in the Prospectus
Pursuant to General Instruction E of Form S-8, Bill.com Holdings, Inc. (the
“Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”), in accordance with the Merger
Agreement, in which the Registrant assumed certain outstanding options to purchase Invoice2go common stock (each, an “Assumed Option” and collectively, the “Assumed Options”) under the
terms and conditions of the Invoice2go, Inc. 2014 Stock Plan. Each Assumed Option was converted into an option to purchase shares of the Registrant’s Common Stock, subject to adjustment for (i) the number of shares underlying each Assumed
Option and (ii) the applicable exercise price, pursuant to the exchange ratio set forth in the Merger Agreement.
This Registration
Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on December 12, 2019 (Registration No. 333-235459), November 6, 2020 (Registration No. 333-249935) and August 30, 2021 (Registration
No. 333-259178). 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
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Item 3.
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Incorporation of Documents by Reference.
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The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated herein by reference:
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(a)
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the Registrant’s Annual Report on Form
10-K for the fiscal year ended June 30, 2021, filed with the Commission on August 30, 2021;
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(c)
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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’s Annual Report referred to in (a) above; and
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(d)
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the description of the Registrant’s common stock contained in the Registrant’s Registration Statement
on Form 8-A (Registration No. 001-39149) filed with the Commission
on December 3, 2019 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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All documents 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 deregisters 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 such documents, except as to specific sections of such documents as set forth therein. 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.
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Item 4.
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Description of Securities.
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel.
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Not applicable.
The following exhibits are filed herewith:
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 Jose, State of
California, on this 9th day of September, 2021.
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BILL.COM HOLDINGS, INC.
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By:
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/s/ René Lacerte
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René Lacerte
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints René Lacerte and
John Rettig, and each of them, as his true and lawful attorney-in-fact and agent with the full power of substitution, for him in any and all capacities, to sign any and
all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully do or cause to be done by virtue hereof.
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/ René Lacerte
René Lacerte
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Chief Executive Officer and Director
(Principal Executive Officer)
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September 9, 2021
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/s/ John Rettig
John Rettig
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Chief Financial Officer and Executive Vice President, Finance and
Operations
(Principal Financial and Accounting Officer)
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September 9, 2021
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/s/ Steven Cakebread
Steven Cakebread
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Director
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September 9, 2021
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/s/ Stephen Fisher
Stephen Fisher
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Director
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September 9, 2021
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/s/ David Hornik
David Hornik
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Director
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September 9, 2021
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/s/ Brian Jacobs
Brian Jacobs
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Director
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September 9, 2021
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/s/ Peter Kight
Peter Kight
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Director
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September 9, 2021
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/s/ Allie Kline
Allie Kline
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Director
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September 9, 2021
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/s/ Allison Mnookin
Allison Mnookin
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Director
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September 9, 2021
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/s/ Rory O’Driscoll
Rory O’Driscoll
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Director
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September 9, 2021
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/s/ Steven Piaker
Steven Piaker
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Director
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September 9, 2021
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/s/ Colleen Taylor
Colleen Taylor
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Director
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September 9, 2021
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