As filed with the Securities and
Exchange Commission on February 24, 2016 |
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Registration No.
333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
______________
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
YELP INC.
(Exact name
of Registrant as specified in its charter)
Delaware |
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20-1854266 |
(State or other jurisdiction of
Incorporation or organization) |
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(I.R.S. Employer Identification
No.) |
140 New Montgomery Street, 9th Floor
San Francisco,
California 94105
(Address of principal executive
offices) (Zip code)
______________
2012 Equity Incentive Plan, As
Amended
(Full title of the plan)
______________
Laurence Wilson
Senior Vice President & General Counsel
Yelp
Inc.
140 New Montgomery Street,
9th
Floor
San Francisco, California 94105
(415) 908-3801
(Name and address of agent for service) (Telephone number, including area
code, of agent for service)
______________
Copies to:
David G. Peinsipp
Cooley
LLP
101 California Street, 5th Floor
San Francisco,
California 94111
(415) 693-2000
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.
Large accelerated filer |
☒ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☐ (Do
not check if a smaller reporting company) |
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Smaller reporting
company |
☐ |
CALCULATION OF
REGISTRATION FEE
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Proposed |
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Maximum |
Proposed
Maximum |
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Title of Securities |
Amount to
be |
Offering |
Aggregate |
Amount
of |
to be
Registered |
Registered(1) |
Price per Share |
Offering Price |
Registration Fee |
Class A Common Stock, par value |
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$0.000001 per
share |
3,039,312(2) |
$17.45(3) |
$53,035,994.40(3) |
$5,340.72 |
(1) |
Pursuant
to Rule 416(a) promulgated under the Securities Act of 1933, as amended
(the Securities Act), this Registration Statement shall also cover any
additional shares of Registrants Class A Common Stock that become
issuable under the plan set forth herein by reason of any stock dividend,
stock split, recapitalization, or other similar transaction effected
without receipt of consideration that increases the number of outstanding
shares of Registrants Class A Common Stock. |
|
(2) |
Represents
shares of Class A Common Stock that were automatically added to the shares
reserved for issuance under the Registrants 2012 Equity Incentive Plan,
as amended (the 2012 Plan), on January 1, 2016 pursuant to an
evergreen provision contained in the 2012 Plan. Pursuant to such
provision, the number of shares reserved for issuance under the 2012 Plan
automatically increases on January 1st of each year, starting
on January 1, 2013 and continuing through January 1, 2022, by the lesser
of (i) 4% of the total number of shares of the Registrants capital stock
outstanding on December 31st of the immediately preceding
calendar year, and (ii) a number determined by the Registrants board of
directors. |
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(3) |
Estimated
in accordance with Rules 457(c) and (h) solely for the purpose of
calculating the registration fee on the basis of $17.45 per share, the
average of the high and low prices of the Registrants Class A Common
Stock on February 17, 2016 as reported on the New York Stock
Exchange. |
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EXPLANATORY
NOTE
This Registration Statement
on Form S-8 is being filed for the purpose of registering an additional
3,039,312 shares of Class A Common Stock of Yelp Inc. (the Registrant)
issuable pursuant to the Yelp Inc. 2012 Equity Incentive Plan, as amended (the
2012 Plan). These additional shares of Class A Common Stock are securities of
the same class as other securities for which an original registration statement
on Form S-8 (File No. 333-180221) was filed with the Securities and Exchange
Commission on March 19, 2012. These additional shares of Class A Common Stock
have become reserved for issuance as a result of the operation of the
evergreen provision of the 2012 Plan, which provides that the total number of
shares subject to such plan will be increased on the first day of each fiscal
year pursuant to a specified formula.
PART II
ITEM 3. INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE
The following documents
filed by the Registrant with the Securities and Exchange Commission are
incorporated by reference into this Registration Statement:
(a) The contents
of the earlier registration statements on Form S-8 relating to the 2012 Plan,
previously filed with the Securities and Exchange Commission on March 19, 2012
(File No. 333-180221), March 26, 2013 (File No. 333-187545), October 31, 2013
(File No. 333-192016), March 3, 2014 (File No. 333-194260) and February 27, 2015
(File No. 333-202332);
(b) The
description of the Registrants Class A Common Stock contained in a registration
statement on Form 8-A filed with the Securities and Exchange Commission on
February 27, 2012 (File No. 001-35444) under the Securities Exchange Act of
1934, as amended (the Exchange Act), including any amendment or report filed
for the purpose of updating such description;
(c) The
Registrants Annual Report on Form 10-K for the year ended December 31, 2015,
which includes audited financial statements for the Registrants latest fiscal
year, filed with the Securities and Exchange Commission on February 24, 2016;
and
(d) The
Registrants Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 8, 2016 (except the information and exhibit furnished
under Items 2.02 and 9.01).
All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date 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 de-registers all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents, except as to any
portion of any future annual, quarterly or current report of the Registrant or
document that is not deemed filed under such provisions. Unless expressly
incorporated into this Registration Statement, a report (or portion thereof)
furnished on Form 8-K shall not be incorporated by reference into this
Registration Statement. Any statement contained in a document 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 herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
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Filed |
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Incorporated by
Reference |
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Herewith |
Exhibit |
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Number |
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Exhibit
Description |
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Form |
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File No. |
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Exhibit |
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Filing
Date |
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3.1 |
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Amended and Restated Certificate of
Incorporation of Yelp Inc. |
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8-K |
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001-35444 |
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3.1 |
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3/9/2012 |
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3.2 |
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Amended and Restated Bylaws of Yelp
Inc. |
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S-1/A |
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333-178030 |
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3.4 |
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2/3/2012 |
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4.1 |
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Reference is made to Exhibits 3.1 and
3.2. |
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4.2 |
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Form of Class A Common Stock
Certificate. |
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S-1/A |
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333-178030 |
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4.1 |
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2/3/2012 |
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4.3 |
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Form of Class B Common Stock
Certificate. |
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S-1/A |
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333-178030 |
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4.2 |
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2/3/2012 |
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5.1 |
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Opinion of Cooley LLP. |
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X |
23.1 |
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Consent of Cooley LLP (included in Exhibit
5.1). |
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X |
23.2 |
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Consent of Independent Registered Public
Accounting Firm. |
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X |
24.1 |
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Power of Attorney (included on signature
page). |
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X |
99.1 |
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2012 Equity Incentive Plan, as
amended. |
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8-K |
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001-35444 |
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10.1 |
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6/11/2013 |
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99.2 |
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Form of Option Agreement and Grant Notice
and RSU Award |
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S-1/A |
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333-178030 |
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10.17 |
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2/3/2012 |
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Agreement and Grant Notice under the 2012
Equity Incentive Plan, as amended. |
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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
Francisco, State of California, on this 24th of February, 2016.
YELP
INC. |
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By: |
/s/ Jeremy Stoppelman |
|
Jeremy
Stoppelman |
|
Chief Executive
Officer |
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints Geoff Donaker and
Laurence Wilson, and each or any one of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him or her, and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, 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 to 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 any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
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.
Signature |
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Title |
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Date |
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/s/ Jeremy Stoppelman |
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Chief Executive Officer and Director |
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February 24, 2016 |
Jeremy Stoppelman |
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(Principal Executive Officer) |
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/s/ Geoff Donaker |
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Chief Operating Officer and Director |
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February 24, 2016 |
Geoff Donaker |
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/s/ Rob Krolik |
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Chief Financial Officer |
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February 24, 2016 |
Rob
Krolik |
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(Principal Financial and Accounting Officer) |
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/s/ Diane Irvine |
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Chairperson |
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February 24, 2016 |
Diane Irvine |
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/s/ Fred Anderson |
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Director |
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February 24, 2016 |
Fred
Anderson |
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/s/ Peter Fenton |
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Director |
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February 24, 2016 |
Peter Fenton |
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/s/ Robert Gibbs |
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Director |
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February 24, 2016 |
Robert Gibbs |
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/s/ Jeremy Levine |
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Director |
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February 24, 2016 |
Jeremy Levine |
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/s/ Mariam Naficy |
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Director |
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February 24, 2016 |
Mariam Naficy |
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EXHIBIT
INDEX
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Filed |
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Incorporated by
Reference |
|
Herewith |
Exhibit |
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Number |
|
Exhibit
Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing
Date |
|
|
3.1 |
|
Amended and Restated Certificate of
Incorporation of Yelp Inc. |
|
8-K |
|
001-35444 |
|
3.1 |
|
3/9/2012 |
|
|
3.2 |
|
Amended and Restated Bylaws of Yelp Inc. |
|
S-1/A |
|
333-178030 |
|
3.4 |
|
2/3/2012 |
|
|
4.1 |
|
Reference is made to Exhibits 3.1 and
3.2. |
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4.2 |
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Form of Class A Common Stock Certificate. |
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S-1/A |
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333-178030 |
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4.1 |
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2/3/2012 |
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4.3 |
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Form of Class B Common Stock
Certificate. |
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S-1/A |
|
333-178030 |
|
4.2 |
|
2/3/2012 |
|
|
5.1 |
|
Opinion of Cooley LLP. |
|
|
|
|
|
|
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|
X |
23.1 |
|
Consent of Cooley LLP (included in Exhibit
5.1). |
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X |
23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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X |
24.1 |
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Power of Attorney (included on signature
page). |
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|
X |
99.1 |
|
2012 Equity Incentive Plan, as amended. |
|
8-K |
|
001-35444 |
|
10.1 |
|
6/11/2013 |
|
|
99.2 |
|
Form of Option Agreement and Grant Notice
and RSU Award |
|
S-1/A |
|
333-178030 |
|
10.17 |
|
2/3/2012 |
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Agreement and Grant Notice under the 2012
Equity Incentive Plan. |
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Exhibit 5.1
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David G.
Peinsipp
T: +1 415 693 2177
dpeinsipp@cooley.com
February 24, 2016
Yelp Inc.
140 New Montgomery Street, 9th
Floor
San Francisco, CA 94105
Ladies and Gentlemen:
You have requested our
opinion with respect to certain matters in connection with the filing by Yelp
Inc., a Delaware corporation (the Company), of a
Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission
covering the offering of up to 3,039,312 shares of the Companys Class A common
stock, par value $0.000001 (the Shares) pursuant to
the Companys 2012 Equity Incentive Plan (the 2012 EIP).
In connection with this
opinion, we have examined and relied upon (a) the Registration Statement and
related prospectus, (b) the 2012 EIP, (c) the Companys Amended and Restated
Certificate of Incorporation and Bylaws, as currently in effect, and (d) such
other documents, records, certificates, memoranda and other instruments as in
our judgment are necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials; and the due authorization, execution and
delivery of all documents where due execution and delivery are a prerequisite to
the effectiveness thereof. As to certain factual matters, we have relied upon a
certificate of an officer of the Company and have not sought independently to
verify such matters.
Our opinion is expressed
only with respect to the General Corporation Law of the State of
Delaware.
On the basis of the
foregoing, and in reliance thereon, we are of the opinion that the Shares, when
sold and issued in accordance with the 2012 EIP and the Registration Statement
and related prospectus, will be validly issued, fully paid, and nonassessable
(except as to shares issued pursuant to certain deferred payment arrangements,
which will be fully paid and nonassessable when such deferred payments are made
in full).
We consent to the filing of
this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: |
/s/ David G.
Peinsipp |
|
David G.
Peinsipp |
Exhibit
23.2
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
reports relating to the financial statements of Yelp Inc. and the effectiveness
of Yelp Inc.s internal control over financial reporting dated February 24,
2016, appearing in the Annual Report on Form 10-K of Yelp Inc. for the year
ended December 31, 2015.
/S/ DELOITTE & TOUCHE
LLP
San Francisco,
California
February 24, 2016
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