Securities Registration: Employee Benefit Plan (s-8)
March 02 2017 - 6:05AM
Edgar (US Regulatory)
As filed with the
Securities and Exchange Commission on March 1, 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
_____________
YELP INC.
(Exact name of Registrant as specified in its
charter)
Delaware
|
20-1854266
|
(State or other jurisdiction of
Incorporation or organization)
|
(I.R.S. Employer Identification
No.)
|
140 New Montgomery
Street, 9
th
Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip
code)
_____________
2012 Equity Incentive
Plan, As Amended
2012 Employee Stock Purchase 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
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
(Do not check if a smaller reporting
company)
|
Smaller reporting company
|
☐
|
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
Proposed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
Proposed Maximum
|
|
|
|
|
Title of Securities
|
|
Amount to be
|
|
|
Offering
|
|
|
Aggregate
|
|
|
Amount of
|
to be
Registered
|
|
Registered(1)
|
|
|
Price per
Share
|
|
|
Offering
Price
|
|
|
Registration
Fee
|
Common Stock, par value
$0.000001 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2012 Equity Incentive
Plan, As Amended
|
|
5,560,088
|
(2)
|
|
|
$
|
33.36
|
(3)
|
|
|
$
|
185,456,735.24
|
(3)
|
|
|
$
|
21,494.44
|
|
|
2012 Employee Stock
Purchase Plan, As Amended
|
|
1,588,596
|
(4)
|
|
|
$
|
28.35
|
(5)
|
|
|
$
|
45,039,476.64
|
(5)
|
|
|
$
|
5,220.08
|
Total
|
|
7,148,684
|
|
|
|
|
-
|
|
|
|
$
|
230,496,211.88
|
|
|
|
$
|
26,714.52
|
(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 Common Stock that become issuable under the plans 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 Common
Stock.
|
|
|
(2)
|
Represents shares of 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, 2017 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 1
st
of each year, starting on
January 1, 2013 and continuing through January 1, 2022, by the lesser of
(i) 7% of the total number of shares of the Registrants capital stock
outstanding on December 31
st
of the immediately preceding calendar year,
and (ii) a number determined by the Registrants board of
directors.
|
|
(3)
|
Estimated in accordance with Rules 457(c)
and (h) solely for the purpose of calculating the registration fee on the
basis of $33.36 per share, the average of the high and low prices of the
Registrants Common Stock on February 24, 2017 as reported on the New York
Stock Exchange.
|
|
(4)
|
Represents shares of Common Stock that were
automatically added to the shares reserved for issuance under the
Registrants 2012 Employee Stock Purchase Plan, as amended (the 2012
ESPP), on January 1, 2017 pursuant to an evergreen provision contained
in the 2012 ESPP. Pursuant to such provision, the number of shares
reserved for issuance under the 2012 ESPP will automatically increase on
January 1
st
of each
year, starting on January 1, 2013 and continuing through January 1, 2022,
by the lowest of (i) 2% of the total number of shares of the Registrants
capital stock outstanding on December 31
st
of the preceding calendar year, (ii)
5,000,000 shares of Common Stock, or (iii) a number determined by the
Registrants board of directors.
|
|
(5)
|
Estimated in accordance with Rule 457(c) and
(h) solely for the purpose of calculating the registration fee on the
basis of 85% of $33.36 per share, the average of the high and low prices
of the Registrants Common Stock on February 24, 2017 as reported on the
New York Stock Exchange. Under the terms of the 2012 ESPP, which plan is
incorporated by reference herein, the purchase price of the shares of
Common Stock issuable thereunder will be 85% of the fair market value of
the Common Stock on the last day of the offering
period.
|
EXPLANATORY
NOTE
This Registration Statement
on Form S-8 is being filed for the purpose of registering (i) an additional
5,560,088 shares of Common Stock of Yelp Inc. (the Registrant) issuable
pursuant to the Yelp Inc. 2012 Equity Incentive Plan, as amended (the 2012
Plan), and (ii) an additional 1,588,596 shares of Common Stock of the
Registrant issuable pursuant to the Yelp Inc. 2012 Employee Stock Purchase Plan,
as amended (the 2012 ESPP). These additional shares of 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
Common Stock have become reserved for issuance as a result of the operation of
the evergreen provision of each of the 2012 Plan and 2012 ESPP, 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 and
2012 ESPP, 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), February
27, 2015 (File No. 333-202332), February 24, 2016 (File No. 333-209683) and May
6, 2016 (File No. 333-211198);
(b)
The
description of the Registrants Common Stock contained in a registration
statement on Form 8-A/A filed with the Securities and Exchange Commission on
September 23, 2016 (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, 2016,
which includes audited financial statements for the Registrants latest fiscal
year, filed with the Securities and Exchange Commission on
March 1
, 2017; and
(d)
The
Registrants Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 17, 2017.
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
|
|
|
|
|
|
|
|
|
|
|
|
Filed
|
|
|
|
|
Incorporated by
Reference
|
|
Herewith
|
Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
3.1
|
|
Certificate of
Retirement.
|
|
8-A/A
|
|
001-35444
|
|
3.1
|
|
9/23/2016
|
|
|
3.2
|
|
Amended and Restated Certificate of Incorporation of Yelp
Inc.
|
|
8-A/A
|
|
001-35444
|
|
3.2
|
|
9/23/2016
|
|
|
3.3
|
|
Amended and Restated Bylaws of
Yelp Inc.
|
|
S-1/A
|
|
333-178030
|
|
3.4
|
|
2/3/2012
|
|
|
4.2
|
|
Reference is made to Exhibits 3.1, 3.2 and 3.3.
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of Common Stock
Certificate.
|
|
8-A/A
|
|
001-35444
|
|
4.1
|
|
9/23/2016
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Cooley LLP (included in
Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
X
|
23.2
|
|
Consent of Independent Registered Public Accounting
Firm.
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (included on
signature page).
|
|
|
|
|
|
|
|
|
|
X
|
99.1
|
|
2012
Equity Incentive Plan, as amended.
|
|
8-K
|
|
001-35444
|
|
10.1
|
|
9/23/2016
|
|
|
99.2
|
|
Form of Option Agreement and Grant
Notice and RSU Award Agreement and Grant Notice under the 2012 Equity
Incentive Plan, as amended.
|
|
S-1/A
|
|
333-178030
|
|
10.17
|
|
2/3/2012
|
|
|
99.3
|
|
2012
Employee Stock Purchase Plan, as amended.
|
|
8-K
|
|
001-35444
|
|
10.2
|
|
9/23/2016
|
|
|
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 1st of March, 2017.
YELP INC.
|
|
|
By:
|
/s/ Charles
Baker
|
|
Charles Baker
|
|
Chief Financial
Officer
|
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 Charles Baker 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
|
|
Title
|
|
Date
|
/s/ Jeremy Stoppelman
|
|
Chief Executive Officer and Director
|
|
March 1, 2017
|
Jeremy Stoppelman
|
|
(Principal Executive Officer)
|
|
|
|
/s/ Charles Baker
|
|
Chief Financial Officer
|
|
March 1, 2017
|
Charles Baker
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
/s/ Diane Irvine
|
|
Chairperson
|
|
March 1, 2017
|
Diane Irvine
|
|
|
|
|
|
/s/ Fred Anderson
|
|
Director
|
|
March 1, 2017
|
Fred
Anderson
|
|
|
|
|
|
/s/ Geoff Donaker
|
|
Director
|
|
March 1, 2017
|
Geoff Donaker
|
|
|
|
|
|
/s/ Peter Fenton
|
|
Director
|
|
March 1, 2017
|
Peter Fenton
|
|
|
|
|
|
/s/ Robert Gibbs
|
|
Director
|
|
March 1, 2017
|
Robert Gibbs
|
|
|
|
|
|
/s/ Jeremy Levine
|
|
Director
|
|
March 1, 2017
|
Jeremy Levine
|
|
|
|
|
|
/s/ Mariam Naficy
|
|
Director
|
|
March 1, 2017
|
Mariam Naficy
|
|
|
|
|
EXHIBIT
INDEX
|
|
|
|
|
|
|
|
|
|
|
|
Filed
|
|
|
|
|
Incorporated by
Reference
|
|
Herewith
|
Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
|
3.1
|
|
Certificate of
Retirement.
|
|
8-A/A
|
|
001-35444
|
|
3.1
|
|
9/23/2016
|
|
|
3.2
|
|
Amended and Restated Certificate of Incorporation of Yelp
Inc.
|
|
8-A/A
|
|
001-35444
|
|
3.2
|
|
9/23/2016
|
|
|
3.3
|
|
Amended and Restated Bylaws of
Yelp Inc.
|
|
S-1/A
|
|
333-178030
|
|
3.4
|
|
2/3/2012
|
|
|
4.2
|
|
Reference is made to Exhibits 3.1, 3.2 and 3.3.
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of Common Stock
Certificate.
|
|
8-A/A
|
|
001-35444
|
|
4.1
|
|
9/23/2016
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Cooley LLP (included in
Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
X
|
23.2
|
|
Consent of Independent Registered Public Accounting
Firm.
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (included on
signature page).
|
|
|
|
|
|
|
|
|
|
X
|
99.1
|
|
2012
Equity Incentive Plan, as amended.
|
|
8-K
|
|
001-35444
|
|
10.1
|
|
9/23/2016
|
|
|
99.2
|
|
Form of Option Agreement and Grant
Notice and RSU Award Agreement and Grant Notice under the 2012 Equity
Incentive Plan, as amended.
|
|
S-1/A
|
|
333-178030
|
|
10.17
|
|
2/3/2012
|
|
|
99.3
|
|
2012
Employee Stock Purchase Plan, as amended.
|
|
8-K
|
|
001-35444
|
|
10.2
|
|
9/23/2016
|
|
|
Yelp (NYSE:YELP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Yelp (NYSE:YELP)
Historical Stock Chart
From Jul 2023 to Jul 2024