Securities Registration: Employee Benefit Plan (s-8)
May 06 2016 - 4:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May
6, 2016
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Registration No. 333-
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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
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(State or other
jurisdiction of Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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140 New Montgomery Street, 9
th
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, 9
th
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, 5
th
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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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
(Do
not check if a smaller reporting
company)
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Smaller reporting
company
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☐
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CALCULATION OF
REGISTRATION FEE
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Proposed
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Maximum
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Proposed Maximum
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Title of Securities
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Amount to be
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Offering
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Aggregate
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Amount
of
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to
be Registered
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Registered(1)
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Price per Share
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Offering Price
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Registration Fee
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Class A
Common Stock, par value
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3,000,000
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$20.80 (2)
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$62,400,000.00 (2)
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$6,283.68
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$0.000001 per share
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(1)
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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.
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(2)
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Estimated in
accordance with Rules 457(c) and (h) promulgated under the Securities Act
solely for the purpose of calculating the registration fee on the basis of
$20.80 per share, the average of the high and low prices of the
Registrants Class A Common Stock on April 29, 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 3,000,000 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 U.S.
Securities and Exchange Commission (the SEC) on March 19, 2012. These
additional shares of Class A Common Stock became reserved for issuance upon
stockholder approval of an amendment to the 2012 Plan to increase the aggregate
number of shares of Class A Common Stock that may be issued pursuant to awards
under the 2012 Plan at the Registrants 2016 Annual Meeting of
Stockholders.
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 SEC
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),
February 27, 2015 (File No. 333-202332) and February 24, 2016 (File No.
333-209683);
(b)
The description of the Registrants Class A Common
Stock contained in a registration statement on Form 8-A filed with the SEC 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 SEC on February 24,
2016;
(d)
The Registrants Quarterly Report on Form 10-Q for
the quarter ended March 31, 2016, filed with the SEC on May 6, 2016; and
(e)
The Registrants Current Reports on Form 8-K filed
with the SEC on February 8, 2016 (except the information and exhibit furnished
under Items 2.02 and 9.01), March 11, 2016, April 18, 2016 and April 21,
2016.
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
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Exhibit
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
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23.1
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Consent of Cooley LLP (included in Exhibit
5.1).
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X
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23.2
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Consent of Independent Registered Public
Accounting Firm.
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X
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24.1
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Power of Attorney (included on signature
page).
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X
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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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4/18/2016
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99.2
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Form of Option Agreement and Grant Notice
and RSU Award Agreement and Grant Notice under the 2012 Equity Incentive
Plan, as amended.
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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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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
6
th
of May, 2016.
YELP INC.
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By:
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/s/ Jeremy
Stoppelman
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Jeremy
Stoppelman
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Chief Executive
Officer
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POWER OF
ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, 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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May
6, 2016
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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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May
6, 2016
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Geoff Donaker
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/s/ Rob Krolik
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Chief Financial Officer
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May
6, 2016
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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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May
6, 2016
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Diane Irvine
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/s/ Fred Anderson
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Director
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May
6, 2016
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Fred
Anderson
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/s/ Peter Fenton
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Director
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May
6, 2016
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Peter Fenton
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/s/ Robert Gibbs
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Director
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May
6, 2016
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Robert Gibbs
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/s/ Jeremy Levine
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Director
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May
6, 2016
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Jeremy Levine
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/s/ Mariam Naficy
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Director
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May
6, 2016
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Mariam Naficy
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EXHIBIT
INDEX
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Filed
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Incorporated by
Reference
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Herewith
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Exhibit
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
|
|
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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|
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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
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23.1
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Consent of Cooley LLP (included in Exhibit
5.1).
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X
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23.2
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Consent of Independent Registered
Public Accounting Firm.
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X
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24.1
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Power of Attorney (included on signature
page).
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X
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99.1
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2012 Equity Incentive Plan, as
amended.
|
|
8-K
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|
001-35444
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10.1
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4/18/2016
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99.2
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Form of Option Agreement and Grant Notice
and RSU Award Agreement and Grant Notice under the 2012 Equity Incentive
Plan.
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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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