Securities Registration: Employee Benefit Plan (s-8)
March 01 2016 - 8:48AM
Edgar (US Regulatory)
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As filed with the Securities and Exchange Commission on March 1, 2016 Registration No. 333- |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM S-8 |
REGISTRATION STATEMENT |
UNDER THE SECURITIES ACT OF 1933 |
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Cvent, Inc. |
(Exact name of Registrant as specified in its charter) |
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Delaware | | | | | | 54-1954458 | |
(State or other jurisdiction of incorporation or organization) | | | | | | (I.R.S. Employer Identification No.) | |
Cvent, Inc. 1765 Greensboro Station Place 7th Floor Tysons Corner, VA 22102 |
(Address of principal executive offices, including zip code) |
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2013 Equity Incentive Plan |
(Full title of the plan) |
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Rajeev K. Aggarwal Chief Executive Officer Cvent, Inc. 1765 Greensboro Station Place 7th Floor Tysons Corner, VA 22102 (703) 226-3500 |
(Name, address and telephone number, including area code, of agent for service) |
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Copies to: |
Mark R. Fitzgerald, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 1700 K Street, N.W., Fifth Floor Washington, D.C. 20006 (202) 973-8800 | Lawrence J. Samuelson, Esq. Vice President, General Counsel & Corporate Secretary Cvent, Inc. 1765 Greensboro Station Place 7th Floor Tysons Corner, VA 22102 (703) 226-3500 |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one). |
Large accelerated filer | ¨ | | | | Accelerated filer | x | |
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |
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CALCULATION OF REGISTRATION FEE |
Title of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2013 Equity Incentive Plan | 2,100,151(1) | $18.83(2) | $39,545,843.33 | $3,982.27 |
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(1 | ) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2013 Equity Incentive Plan 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 Registrant’s Common Stock. |
(2 | ) | Estimated in accordance with Rule 457(h) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee on the basis of $18.83 per share, which represents the average of the high and low price of the Registrant’s Common Stock as reported on the New York Stock Exchange on February 26, 2016. |
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REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
On January 1, 2016, pursuant to the Automatic Share Reserve Increase provision of Section 3(b) of the Registrant’s 2013 Equity Incentive Plan (the “Plan”), the number of shares of Common Stock available for issuance thereunder was automatically increased according to the terms of the Plan. This Registration Statement registers those additional shares of Common Stock of Cvent, Inc. (the “Registrant”) to be issued pursuant to the Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2013 (File No. 333-190892), August 8, 2014 (File No. 333-197999) and March 16, 2015 (File No. 333-202786) (the “Prior Registration Statements”) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit Number | | Exhibit Document |
4.1 (1) | | Cvent, Inc. 2013 Equity Incentive Plan, and forms of agreements thereunder. |
5.1 | | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 | | Consent of KPMG LLP, independent registered public accounting firm. |
23.2 | | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). |
24.1 | | Power of Attorney (see signature page). |
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(1) | Incorporated by reference to Exhibits 10.6, 10.7, 10.8 and 10.14 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-189837), filed with the SEC on July 29, 2013, and Exhibits 10.8, 10.9, and 10.10 filed with the Registrant's Form 10-K (File No. 001-36043), filed March 16, 2015. |
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 County of Fairfax, Commonwealth of Virginia, on the 1st day of March, 2016.
CVENT, INC.
By: /s/ Rajeev K. Aggarwal
Rajeev K. Aggarwal
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Rajeev K. Aggarwal and Cynthia Russo, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Cvent, Inc., and any or all amendments thereto (including post-effective amendments), 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 and about the premises, as fully to 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 their or his substitute or 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
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Signature | | Title | | Date |
/s/ Rajeev K. Aggarwal | | Chairman of the Board of Directors and Chief Executive Officer | | March 1, 2016 |
Rajeev K. Aggarwal | | (Principal Executive Officer) | | |
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/s/ Cynthia A. Russo | | Executive Vice President and Chief Financial Officer | | March 1, 2016 |
Cynthia A. Russo | | (Principal Financial and Accounting Officer) | | |
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/s/ Sanju K. Bansal | | | | March 1, 2016 |
Sanju K. Bansal | | Director | | |
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/s/ Tony Florence
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Tony Florence | | Director | | |
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/s/ Jeffrey Lieberman | | | | March 1, 2016 |
Jeffrey Lieberman | | Director | | |
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/s/ Kevin T. Parker | | | | March 1, 2016 |
Kevin T. Parker | | Director | | |
EXHIBIT INDEX
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Exhibit Number | | Description |
4.1(1) | | Cvent, Inc. 2013 Equity Incentive Plan, and forms of agreements thereunder. |
5.1 | | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 | | Consent of KPMG LLP, independent registered public accounting firm. |
23.2 | | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1). |
24.1 | | Power of Attorney (contained on signature page hereto). |
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(1) | Incorporated by reference to Exhibits 10.6, 10.7, 10.8 and 10.14 filed with Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-189837), filed with the SEC on July 29, 2013, and Exhibits 10.8, 10.9, and 10.10 filed with the Registrant's Form 10-K (File No. 001-36043), filed March 16, 2015. |
Exhibit 5.1
OPINION OF WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
February 25, 2016
Cvent, Inc.
1765 Greensboro Station Place
7th Floor
Tysons Corner, VA 22102
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Cvent, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, relating to the registration under the Securities Act of 1933, as amended, of 2,100,151 shares of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), reserved for issuance pursuant to the Company’s 2013 Equity Incentive Plan (which plan is referred to herein as the “Plan” and which shares of Common Stock are referred to herein as the “Shares”).
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be validly issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors
Cvent, Inc.
We consent to the incorporation by reference in this registration statement on Form S-8 of Cvent, Inc. of our report dated February 29, 2016, with respect to the consolidated balance sheets of Cvent, Inc., and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2015, and the related financial statement schedule, which report appears in the December 31, 2015 annual report on Form 10-K of Cvent, Inc.
/s/ KPMG LLP
McLean, Virginia
March 1, 2016
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