Securities Registration: Employee Benefit Plan (s-8)
March 16 2021 - 5:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 16, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
YEXT, INC.
(Exact name of Registrant as specified
in its charter)
Delaware
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20-8059772
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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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Yext, Inc.
61 Ninth Avenue
New York NY 10011
(212) 994-3900
(Address of principal executive offices,
including zip code)
2016 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full title of the plan)
Howard Lerman
Chief Executive Officer
61 Ninth Avenue
New York, NY 10011
(212) 994-3900
(Name, address and telephone number, including
area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount
to be Registered
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Proposed
Maximum Offering
Price Per Share
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Proposed
Maximum Aggregate
Offering Price
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Amount of Registration Fee
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Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2016 Equity Incentive Plan
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4,959,567
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(1)
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$
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14.71
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(3)
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$
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72,955,231
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$
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7,960
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Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2017 Employee Stock Purchase Plan
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1,239,891
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(2)
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$
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12.50
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(4)
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$
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15,502,977
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$
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1,692
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TOTAL:
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6,199,458
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$
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88,458,208
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$
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9,652
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration
Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the 2016 Equity
Incentive Plan by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares
of Common Stock.
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(2)
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Pursuant to Rule 416(a) of the Securities Act, this Registration Statement shall also cover any additional shares
of the Registrant’s Common Stock that become issuable under the 2017 Employee Stock Purchase Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the
number of the Registrant’s outstanding shares of Common Stock.
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(3)
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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 $14.71 per share, which represents the average of the high and low prices of the
Registrant’s Common Stock as reported on the New York Stock Exchange on March 9, 2021.
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(4)
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Estimated in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee
on the basis of eighty-five percent (85%) of $14.71 per share, which represents the average of the high and low prices
of the Registrant’s Common Stock as reported on the New York Stock Exchange on March 9, 2021. Pursuant to the 2017 Employee
Stock Purchase Plan, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the lower
of the fair market value per share on the first trading day of the applicable offering period or the fair market value per share
on the last trading day of the applicable offering period.
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REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
On
February 1, 2021, pursuant to the Automatic Share Reserve Increase provision of Section 3(b) of the Yext, Inc.
(the “Registrant”) 2016 Equity Incentive Plan (the “2016 Plan”), the number of shares of Common
Stock available for issuance thereunder was automatically increased according to the terms of the 2016 Plan. This Registration
Statement on Form S-8 (the “Registration Statement”) registers those additional shares of Common Stock of the
Registrant to be issued pursuant to the 2016 Plan. On February 1, 2021, pursuant to Section 13(a) of the Registrant’s
2017 Employee Stock Purchase Plan (the “2017 ESPP”), the number of shares of Common Stock available for issuance thereunder
was automatically increased according to the terms of the 2017 ESPP. This Registration Statement registers those additional shares
of Common Stock of the Registrant to be issued pursuant to the 2017 ESPP. Accordingly, the contents of the previous Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2017 (File No. 333-217280) (the “Prior Registration Statement”) 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 3. Incorporation of Documents by Reference.
In addition to the Prior Registration Statement,
the following documents filed with the SEC are hereby incorporated by reference into this Registration Statement:
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3)
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all other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by the Annual Report (other than the portions of these documents not deemed to be filed).
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4)
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the description of the Registrant’s Common Stock
which is contained in the Registration Statement on Form 8-A (File No. 001-38056), filed April 7, 2017, under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any
amendment or report filed for the purpose of updating such description.
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All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to
the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold
or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement
and to be part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement,
a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained
in a document incorporated or deemed to be 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 in any subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
(1) Incorporated by reference
to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-216642),
filed with the Commission on March 28, 2017.
(2) Incorporated by reference
to Exhibit 10.2 filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-216642),
filed with the Commission on March 13, 2017.
(3) Incorporated by reference
to Exhibit 10.6 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-216642),
filed with the Commission on March 17, 2017.
SIGNATURES
Pursuant to the requirements of the Securities
Act, 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 City of New York, State of New York, on the 16th day of March, 2021.
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YEXT, INC.
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By:
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/s/ Howard Lerman
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Howard Lerman
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Howard Lerman, Steven Cakebread and Ho Shin, and each of them,
as his or her true and lawful attorneys-in-fact and agents, 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 the Registration Statement on Form S-8 of Yext, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their, his or her 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:
Signature
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Title
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Date
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/s/ Howard Lerman
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Chief Executive Officer
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March 16, 2021
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Howard Lerman
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(Principal Executive Officer) and Director
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/s/ Brian Distelburger
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President and Director
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March 16, 2021
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Brian Distelburger
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/s/ Steven Cakebread
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Chief Financial Officer
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March 16, 2021
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Steven Cakebread
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(Principal Financial Officer)
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/s/ Darryl Bond
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Chief Accounting Officer
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March 16, 2021
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Darryl Bond
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(Principal Accounting Officer)
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/s/ Michael Walrath
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Chairman of the Board of Directors
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March 16, 2021
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Michael Walrath
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/s/ Jesse Lipson
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Director
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March 16, 2021
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Jesse Lipson
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/s/ Julie Richardson
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Director
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March 16, 2021
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Julie Richardson
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/s/ Andrew Sheehan
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Director
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March 16, 2021
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Andrew Sheehan
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/s/ Hillary Smith
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Director
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March 16, 2021
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Hillary Smith
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/s/ Seth Waugh
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Director
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March 16, 2021
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Seth Waugh
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/s/ Tamar Yehoshua
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Director
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March 16, 2021
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Tamar Yehoshua
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