Securities Registration: Employee Benefit Plan (s-8)
April 11 2017 - 5:17PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 11, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OOMA, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
06-1713274
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
1880 Embarcadero Road
Palo Alto, CA 94303
(Address of Principal Executive Offices) (Zip Code)
2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plan)
Eric B. Stang
Chief
Executive Officer
1880 Embarcadero Road
Palo Alto, CA 94303
(650) 566-6600
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
|
|
|
Copies to:
|
Spencer D. Jackson, Esq.
|
|
Andrew D. Thorpe
|
Vice President & General Counsel
|
|
Orrick, Herrington & Sutcliffe LLP
|
1880 Embarcadero Road
|
|
405 Howard Street
|
Palo Alto, CA 94303
|
|
San Francisco, CA 94105
|
(650) 566-6600
|
|
(650) 614-7400
|
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
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
To Be Registered
|
|
Amount to be
Registered (1)
|
|
Proposed Maximum
Offering Price Per
Share
|
|
Proposed Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, $0.0001 Par Value
|
|
360,974(2)
|
|
$9.10 (4)
|
|
$3,284,863.40
|
|
$380.72
|
Common Stock, $0.0001 Par Value
|
|
902,436(3)
|
|
$10.70 (5)
|
|
$9,656,065.20
|
|
$1,119.14
|
|
|
(1)
|
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 Registrants common stock that
become issuable under the 2015 Employee Stock Purchase Plan (the
ESPP
) or the 2015 Equity Incentive Plan (the
2015 Plan
) by reason of any stock dividend, stock split, recapitalization or similar transactions.
|
(2)
|
Represents 360,974 additional shares of common stock reserved for future issuance under the evergreen provision of the ESPP.
|
(3)
|
Represents 902,436 additional shares of common stock reserved for future issuance under the evergreen provision of the 2015 Plan.
|
(4)
|
Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $10.70, the average of the high and low
sales price of a share of the registrants common stock as reported on The New York Stock Exchange on April 7, 2017. Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading
day of the offering period and the last trading day of the purchase period.
|
(5)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the
registrants common stock as reported on the New York Stock Exchange on April 7, 2017.
|
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional
(i) 360,974 shares of the Registrants common stock to be issued pursuant to the Registrants 2015 Employee Stock Purchase Plan and (ii) 902,436 shares of the Registrants common stock to be issued pursuant to the
Registrants 2015 Equity Incentive Plan, which are the same class as those securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on April 13, 2016 (File No. 333-210717) (the
2016 Registration Statement) and July 17, 2015 (File No. 333-205719) (the 2015 Registration Statement), and the contents of the 2015 Registration Statement and 2016 Registration Statement, as amended, or as modified
or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See Index to Exhibits at the end of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California, on the 11th day of April, 2017.
|
|
|
OOMA, INC.
|
|
|
By:
|
|
/s/ Eric B. Stang
|
|
|
Eric B. Stang
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below hereby constitutes and appoints, jointly and
severally, Eric B. Stang, Ravi Narula and Spencer D. Jackson, each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, in
any and all capacities, to sign the Registration Statement on Form S-8 of Ooma, Inc., and any or all amendments (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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents
and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their 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 below by the
following persons on behalf of the Registrant in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Eric B. Stang
Eric B. Stang
|
|
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
|
|
April 11, 2017
|
|
|
|
/s/ Ravi Narula
Ravi Narula
|
|
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting officer)
|
|
April 11, 2017
|
|
|
|
/s/ Susan Butenhoff
Susan Butenhoff
|
|
Director
|
|
April 11, 2017
|
|
|
|
/s/ Alison Davis
Alison Davis
|
|
Director
|
|
April 11, 2017
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Andrew H. Galligan
Andrew H. Galligan
|
|
Director
|
|
April 11, 2017
|
|
|
|
/s/ Peter J. Goettner
Peter J. Goettner
|
|
Director
|
|
April 11, 2017
|
|
|
|
/s/ Russell Mann
Russell Mann
|
|
Director
|
|
April 11, 2017
|
|
|
|
/s/ William D. Pearce
William D. Pearce
|
|
Director
|
|
April 11, 2017
|
|
|
|
/s/ James Wei
James Wei
|
|
Director
|
|
April 11, 2017
|
EXHIBIT INDEX
The following documents are filed as exhibits to this Registration Statement.
|
|
|
Exhibit No.
|
|
Description of Exhibit
|
|
|
5.1
|
|
Opinion of Orrick, Herrington & Sutcliffe LLP.
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, independent registered public accounting firm.
|
|
|
23.2
|
|
Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
|
|
|
24.1
|
|
Power of attorney (included in the signature page to this Registration Statement).
|
Ooma (NYSE:OOMA)
Historical Stock Chart
From Apr 2024 to May 2024
Ooma (NYSE:OOMA)
Historical Stock Chart
From May 2023 to May 2024