S-8 1 d119504ds8.htm REGISTRATION STATEMENT ON FORM S-8 Registration Statement on Form S-8

As filed with the Securities and Exchange Commission on February 23, 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

 

 

QUOTIENT TECHNOLOGY INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   77-0485123
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification Number)

 

 

400 Logue Avenue

Mountain View, California 94043

(650) 605-4600

(Address, including Zip Code, of Principal Executive Offices)

 

 

2013 Equity Incentive Plan

2013 Employee Stock Purchase Plan

(Full title of the plan)

 

 

Steven Boal

Chief Executive Officer

Quotient Technology Inc.

400 Logue Avenue

Mountain View, California 94043

(650) 605-4600

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

 

J. Carlton Fleming

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

   

Connie Chen, Esq.

Quotient Technology Inc.
General Counsel

400 Logue Avenue

Mountain View, California 94043

(650) 605-4600

 

 

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   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐ (Do not check if a smaller reporting company)    Smaller reporting company   ☐
     Emerging growth company   ☐

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 Exchange Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities
to be Registered		  

Proposed
Maximum

Amount
to be
Registered(1)

   Proposed
Maximum
Offering Price
per Share		  

Proposed

Maximum
Aggregate
Offering Price

   Amount of
Registration Fee

Common Stock, par value $0.00001 per share, reserved for issuance pursuant to the 2013 Equity Incentive Plan

   3,669,732(2)       $12.25(4)       $44,954,217.00       $4,904.51    

Common Stock, par value $0.00001 per share, reserved for issuance pursuant to the 2013 Employee Stock Purchase Plan

   400,000(3)       $10.41(5)       $4,164,000.00       $454.30    

TOTAL

   4,069,732           $49,118,217.00       $5,358.81    

 

 

(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 securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the Registrant’s 2013 Employee Stock Purchase Plan, as amended (the “ESPP”) by reason of any stock split, stock dividend or similar adjustment effected without the Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s common stock.

(2)

Reflects an automatic annual increase of 3,669,732 on January 1, 2021 to the number of shares of Registrant’s Common Stock reserved for issuance under the 2013 Plan, which annual increase is provided for in the 2013 Plan.

(3)

Reflects an automatic annual increase of 400,000 on January 1, 2021 to the number of shares of Registrant’s Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP.

(4)

Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of $12.25 per share, which represents the average of the high and low price per share of the Registrant’s common stock on February 17, 2021 as reported on the New York Stock Exchange.

(5)

Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $12.25, which represents the average of the high and low price per share of the Registrant’s common stock on February 17, 2021 as reported on the New York Stock Exchange. Pursuant to the ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date.

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of Common Stock of Quotient Technology Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the 2013 Employee Stock Purchase Plan, as amended (the “ESPP”). The number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors. The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (c) an amount determined by our board of directors.

On January 1, 2021, the number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan and the ESPP increased by 3,669,732 shares and 400,000 shares, respectively. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2013 Plan and the ESPP. Accordingly, the contents of (i) the Registrant’s Registration Statement on Form S-8 (No. 333-194495) filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2014, (ii) the Registrant’s Registration Statement on Form S-8 (No. 333-202873) filed with the Commission on March 19, 2015, (iii) the Registrant’s Registration Statement on Form S-8 (No. 333-210119) filed with the Commission on March 11, 2016, (iv) the Registrant’s Registration Statement on Form S-8 (No. 333-216540) filed with the Commission on March 8, 2017, (v) the Registrant’s Registration Statement on Form S-8 (No. 333-223092) filed with the Commission on February 16, 2018, (vi) the Registrant’s Registration Statement on Form S-8 (No. 333-229922) filed with the Commission on February 27, 2019 and (vii) the Registrant’s Registration Statement on Form S-8 (No. 333-236823) filed with the Commission on March 2, 2020, are incorporated herein by reference pursuant to General Instruction E of Form S-8.

PART I

The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

 

  (1)

The contents of the earlier registration statements on Form S-8 relating to the 2013 Plan and the ESPP, previously filed with the SEC on March  12, 2014 (No. 333-194495), March  19, 2015 (No. 333-202873), March  11, 2016 (No. 333-210119), March  8, 2017 (No. 333-216540), February  16, 2018 (No. 333-223092), February 27, 2019 (No. 333-229922), and March 2, 2020 (No. 333-236823).

 

  (2)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on February 23, 2021 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

  (3)

All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above;

 

  (4)

The description of the Registrant’s common stock contained in Exhibit 4.5 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 2, 2020, and any other amendment or report filed with the Commission for the purpose of updating such description; and

 

  (5)

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 a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed 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 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 such 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.

 

                 Incorporated by Reference Herein
Exhibit
Number		    Description    Filed
Herewith		      Form    Exhibit      Filing Date
  4.1    Amended and Restated Certificate of Incorporation of the Registrant, as amended effective October 20, 2015       Form 10-K      3.1      March 11, 2016
  4.2    Amended and Restated Bylaws of the Registrant       Form 8-K      3.2      October 6, 2015
  4.3    Form of Common Stock certificate of the Registrant       Form S-1/A      4.1      February 25, 2014
  5.1    Opinion of Cooley LLP      X           
23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm      X           
23.2    Consent of Cooley LLP (see Exhibit 5.1)      X           
24.1    Power of Attorney (contained on signature page hereto)      X           
99.1    2013 Equity Incentive Plan       Form S-1      10.4      January 31, 2014
99.2    Form of Restricted Stock Unit Agreement       Form 10-Q      10.6      November 8, 2016
99.3    Form of Restricted Stock Unit Agreement for Non-Employee Directors       Form 10-Q      10.1      November 3, 2017
99.4    Form of Option Agreement for Employees       Form 10-Q      10.7      November 8, 2016
99.5    Form of Option Agreement for Non-Employee Directors       Form 10-Q      10.8      November 8, 2016
99.6    Notice of Grant of Restricted Stock Units for Employees – Initial Award       Form 10-K      10.9      February 16, 2018
99.7    Notice of Grant of Restricted Stock Units for Non-Employee Directors – Initial Award       Form 10-Q      10.2      November 3, 2017
99.8    Notice of Grant of Restricted Stock Units for Non-Employee Directors – Annual Grant       Form 10-Q      10.3      November 3, 2017
99.9    Amended and Restated 2013 Employee Stock Purchase Plan, dated April 25, 2017       Form 10-Q      10.1      May 5, 2017

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Mountain View, State of California, on this 23rd day of February, 2021.

 

Quotient Technology Inc.
By:   /s/ Steven Boal
  Steven Boal
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Boal, Pamela Strayer and Connie Chen, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all 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 attorney-in-fact, proxy and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

  

Date

/s/    Steven Boal

Steven Boal

    Chief Executive Officer and Director (Principal Executive Officer)  

February 23, 2021

/s/    Pamela Strayer

Pamela Strayer

    Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)  

February 23, 2021

/s/    Andrew Gessow

Andrew Gessow

    Director  

February 23, 2021

/s/    Steve Horowitz

Steve Horowitz

    Director  

February 23, 2021

/s/    Robert McDonald

Robert McDonald

    Director  

February 23, 2021

/s/    Michelle McKenna

Michelle McKenna

    Director  

February 23, 2021

/s/    David Oppenheimer

David Oppenheimer

    Director  

February 23, 2021

/s/    Christy Wyatt

Christy Wyatt

    Director  

February 23, 2021

/s/    Lorraine Hariton

Lorraine Hariton

    Director  

February 23, 2021