S-8

As filed with the Securities and Exchange Commission on May 17, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

LOGITECH INTERNATIONAL S.A.

(Exact name of Registrant as specified in its charter)

Canton of Vaud, Switzerland	None
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Logitech International S.A.

EPFL - Quartier de l'Innovation

Daniel Borel Innovation Center

1015 Lausanne, Switzerland

c/o Logitech Inc.

7700 Gateway Boulevard

Newark, California 94560

(510) 795-8500

(Address, including zip code, of Registrant’s principal executive offices)

Logitech International S.A. 2006 Stock Incentive Plan

(Full title of the plan)

Charles Boynton

Chief Financial Officer

Logitech International S.A.

c/o Logitech Inc.

7700 Gateway Boulevard

Newark, California 94560

(510) 795-8500

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

Copies to:

Steven V. Bernard, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

(650) 493-9300

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 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	☐	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 Securities Act. ☐

LOGITECH INTERNATIONAL S.A.

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (“Registration Statement”) is being filed, in part, pursuant to General Instruction E to Form S-8 for the purpose of registering additional Registered Shares of Logitech International S.A. (the “Registrant”) to be issued pursuant to the Logitech International S.A. 2006 Stock Incentive Plan, as amended. Accordingly, the contents of the earlier registration statements on Form S-8 (File No. 333-221269) filed with the Securities and Exchange Commission (the “Commission”) on November 1, 2017, Form S-8 (File No. 333-184583) filed with the Commission on October 25, 2012, Form S-8 (File No. 333-167143) filed with the Commission on May 27, 2010 and Form S-8 (File No. 333-140429) filed with the Commission on February 2, 2007, are incorporated by reference in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

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

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2023 filed with the Commission on May 17, 2023 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)	All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and
(c)	The description of the Registrant’s shares contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on March 5, 1997, together with Amendment No.1 on Form 8-A filed with the Commission on November 29, 2006 (File No. 000-29174), and including any other amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the filing date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that 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 such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof 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. 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.

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Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant has entered into agreements to indemnify its officers and directors. These agreements are between the respective officer or director and the Registrant, and cover claims brought under U.S. or Swiss laws to the fullest extent permitted by Swiss law. In addition, Logitech Inc., a wholly owned United States subsidiary of the Registrant, has entered into separate indemnification agreements with the Registrant’s officers and directors. The agreements with Logitech Inc. may be broader in certain respects than those entered into with the Registrant. These agreements, among other things, indemnify directors and officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amount incurred by any suchperson in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person’s services as a director or officer of the Registrant. The Registrant believes that these provisions and agreements are necessary to attract and retain qualified directors and officers.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

		Incorporated by Reference
Exhibit No.	Exhibit	Form	File No.	Filing Date	Exhibit No.	Filed Herewith
4.1	Description of the Registrant’s Securities	10-K	0-29174	05/17/23	4.1
5.1	Opinion and consent of Homburger AG					X
10.1	Logitech International S.A. 2006 Stock Incentive Plan	DEF 14-A	0-29174	07/26/22	Appendix A
10.2	Representative form of stock option agreement (employees) under the Logitech International S.A. 2006 Stock Incentive Plan	10-Q	0-29174	11/04/09	10.2
10.3	Representative form of restricted stock unit agreement (non-executive board members) under the Logitech International S.A. 2006 Stock Incentive Plan	10-Q	0-29174	10/25/2018	10.1
10.4	Representative form of performance stock option agreement (executives and other employees) under the Logitech International S.A. 2006 Stock Incentive Plan	10-Q	0-29174	02/05/13	10.2

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10.5	Representative form of restricted stock unit agreement (executives and other employees) under the Logitech International S.A. 2006 Stock Incentive Plan	10-K	0-29174	05/26/17	10.33
10.6	Representative form of performance share unit agreement (executives and other employees) under the Logitech International S.A. 2006 Stock Incentive Plan	10-K	0-29174	05/26/17	10.34
10.7	Representative form of restricted stock unit agreement (non-employee directors) under the Logitech International S.A. 2006 Stock Incentive Plan	10-K	0-29174	5/26/17	10.35
10.8	Representative form of restricted stock unit agreement (Leadership Team and other employees) under the Logitech International S.A. 2006 Stock Incentive Plan	10-Q	0-29174	7/28/22	10.1
10.9	Representative form of performance share unit agreement (Group Management Team (executive officers), Leadership Team and other employees) under the Logitech International S.A. 2006 Stock Incentive Plan	10-Q	0-29174	7/28/22	10.2
23.1	Consent of Independent Registered Public Accounting Firm					X
23.2	Consent of Homburger AG (included in Exhibit 5.1)					X
24.1	Power of Attorney (included on the signature page of this Registration Statement)					X
107	Filing Fee Table					X

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee Table” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;

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Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) For the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) It will remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 Newark, State of California, on May 17, 2023.

LOGITECH INTERNATIONAL S.A.
By:	/s/ Bracken Darrell
	Bracken Darrell
	President and Chief Executive Officer
By:	/s/ Charles Boynton
	Charles Boynton
	Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bracken P. Darrell and Charles Boynton, and each of them, as such individual’s true and lawful attorney in fact and agent with full power of substitution, for such individual in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (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 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 might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or the individual’s 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 date indicated.

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Signature	Title	Date
/s/ Wendy Becker	Chairperson of the Board	May 17, 2023
Wendy Becker
/s/ Bracken Darrell	President, Chief Executive Officer and Director	May 17, 2023
Bracken Darrell	(Principal Executive Officer)
/s/ Charles Boynton	Chief Financial Officer	May 17, 2023
Charles Boynton	(Principal Financial Officer and Principal Accounting Officer)
/s/ Patrick Aebischer	Director	May 17, 2023
Patrick Aebischer
/s/ Edouard Bugnion	Director	May 17, 2023
Edouard Bugnion
/s/ Guy Gecht	Director	May 17, 2023
Guy Gecht
/s/ Christopher Jones	Director	May 17, 2023
Christopher Jones
/s/ Marjorie Lao	Director	May 17, 2023
Marjorie Lao
/s/ Neela Montgomery	Director	May 17, 2023
Neela Montgomery
/s/ Kwok Wang Ng	Director	May 17, 2023
Kwok Wang Ng
/s/ Michael Polk	Director	May 17, 2023
Michael Polk
/s/ Deborah Thomas	Director	May 17, 2023
Deborah Thomas
/s/ Sascha Zahnd	Director	May 17, 2023
Sascha Zahnd

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EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Logitech International S.A.

(Exact name of registrant as specified in its charter)

Table 1 – Newly Registered Securities
Security Type	Security Class Title		Fee Calculation Rule	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee
Equity	Registered Shares, par value of CHF 0.25 each under the Logitech International S.A. 2006 Stock Incentive Plan		Rule 457(c) and Rule 457(h)	3,250,000	$63.08	$205,010,000.00	0.00011020	$22,592.10
Total Offering Amounts						$205,010,000.00		-
Total Fee Offsets(3)								-
Net Fee Due								$22,592.10
	(1)	This Registration Statement shall also cover any additional shares which become issuable under the Logitech International S.A. 2006 Stock Incentive Plan by reason of any stock dividend, stock split, capitalization of reserves and premiums or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.
	(2)	Calculated solely for the purposes of this offering under Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Registrant’s shares as reported on The Nasdaq Global Select Market on May 12, 2023.
	(3)	The Registrant does not have any fee offsets.

	Table 2 – Fee Offset Claims and Sources
	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims
Fee Offset Sources

EX-5.1

Exhibit 5.1

Logitech International S.A. Route de Pampigny 20 1143 Apples Switzerland c/o Logitech Inc. 7700 Gateway Boulevard Newark, California 94560	Homburger AG Prime Tower Hardstrasse 201 / CH-8005 Zurich P.O. Box 314 / CH-8037 T +41 43 222 10 00 F +41 43 222 15 00 lawyers@homburger.ch
May 17, 2023
Registration Statement on Form S-8

We have acted as special Swiss counsel to Logitech International S.A., a company limited by shares incorporated under the laws of Switzerland (the Company), in connection with the Registration Statement on Form S-8 (the Registration Statement) to be filed with the United States Securities and Exchange Commission (SEC) on the date hereof under the Securities Act of 1933, as amended (the Act), with respect to the registration of an additional 3,250,000 registered shares of the Company, each with a par value of CHF 0.25 (the Shares), that may be delivered pursuant to the Plan (as defined below). As such counsel, we have been requested to give our opinion as to certain legal matters under Swiss law.

Capitalized terms used herein shall have the meaning attributed to them in the Documents unless otherwise defined herein.

I.Basis of Opinion

This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof as currently applied by the Swiss courts. In the absence of explicit statutory law, we base our opinion solely on our independent professional judgment. This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or any other matter.

For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.

For the purpose of giving this opinion, we have only examined originals or copies of the following documents (collectively the Documents):

(a)A copy of the resolutions adopted by the Company's shareholders at the Company's annual general meeting (the AGM) held on September 14, 2022 (the Shareholder Resolutions), as reflected in the minutes of such meeting, dated September 14, 2022, regarding, among other things, the approval by the Company's shareholders of the reserve of an additional

3,250,000 Shares in the aggregate amount of Shares available for issuance pursuant to the Company’s 2006 Stock Incentive Plan, as amended from time to time (the Plan);

(b)A copy of the minutes of the meeting of the Company's board of director held on June 28/29, 2022 and on May 15, 2023 (the Board Resolutions), including, among other things, a resolution approving the amendment and the restatement of the Plan and a resolution reserving Shares for use under the Plan;

(c)A copy of the Plan, as amended and restated effective September 14, 2022;

(d)A copy of the Company's Articles of Incorporation (statuts) in the form deposited with the Commercial Register of the Canton of Vaud, Switzerland, dated October 10, 2022 (the Articles), including the conditional share capital (the Conditional Share Capital);

(e)A copy of the Company's Organizational Regulations, dated as of January 12, 2022 (the Organizational Regulations); and

(f)A copy of an online excerpt from the Commercial Register of the Canton of Vaud, Switzerland, for the Company, dated as of May 17, 2023 (the Excerpt).

No documents, other than the Documents, have been reviewed by us in connection with this opinion. Accordingly, we shall limit our opinion to the Documents and their legal implications under Swiss law.

In this opinion, Swiss legal concepts are expressed in English terms and not in their original language. These concepts may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.

II.Assumptions

In rendering the opinion below, we have assumed the following:

(a)All documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic or facsimile signatures thereon have been produced and used in accordance with applicable internal rules and/or procedures and the individual to whom any such electronic or facsimile signature belongs has consented to the use of his or her signature for each such document on which it appears;

(b)all factual information contained in, or material statements given in connection with, the Documents are true and accurate;

(c)all authorizations, approvals, consents, licenses, exemptions and other requirements for the filing of the Registration Statement or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied;

(d)any Shares issued out of the Conditional Share Capital will be listed on the New York Stock Exchange in accordance with applicable laws and regulations;

(e)all Shares are issued and sold in the manner referred to in the Plan and pursuant to the agreements accompanying the Plan;

(f)the exercise notice with respect to Shares issued out of Conditional Share Capital will be duly delivered in accordance with Swiss law and the Plan;

(g)to the extent the Company issues Shares out of Conditional Share Capital, the performance of the contribution in money shall be made at a banking institution subject to the Federal Law of November 8, 1934, Relating to Banks and Savings Banks, as amended;

(h)(x) the Excerpt is correct, complete and up-to-date and (y) the Articles and the Organizational Regulations are in full force and effect and have not been amended; and

(i)the Shareholder Resolutions and the Board Resolutions (i) have been duly resolved in a meeting duly convened and otherwise in the manner set forth therein, and (ii) have not been rescinded or amended and is in full force and effect.

III.Opinion

Based on the foregoing and subject to the qualifications set out below, we are of the opinion that as of the date hereof:

1.The Company is a corporation (société anonyme) duly incorporated and validly existing under the laws of Switzerland with all requisite corporate power and authority to enter into, to perform and to conduct its business as described in the Articles.

2.The Company's share capital registered in the Commercial Register of the Canton of Vaud, Switzerland, amounts to CHF 43,276,655, divided into 173,106,620 Shares. Such Shares have been validly issued, fully paid and are non-assessable.

3.The Shares that may be issued from the Conditional Share Capital, if and when such Shares are issued pursuant to the Plan and the agreements accompanying the Plan, and after the

subscription price for such Shares has been paid-in in cash or by way of set-off, will be validly issued, fully paid and non-assessable.

IV.Qualifications

The above opinions are subject to the following qualifications:

(a)The lawyers of our firm are members of the Zurich bar and do not hold themselves out to be experts in any laws other than the laws of Switzerland. Accordingly, we are opining herein as to Swiss law only and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

(b)We note that, under Swiss law, shares issued out of Conditional Share Capital cannot be paid-in by way of contribution in kind.

(c)The exercise of voting rights and rights related thereto with respect to any Shares is only permissible after registration in the Company's share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles.

(d)Any issuance of the Shares out of Conditional Share Capital must be confirmed by the auditor of the Company, and amended Articles of the Company reflecting the issuance of Shares from Conditional Share Capital, together with said confirmation by the Company's auditor, must be filed with the competent commercial register no later than three months after the end of the Company's fiscal year.

We have issued this opinion as of the date hereof and we assume no obligation to advise you of any changes that are made or brought to our attention hereafter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion is governed by and shall be construed in accordance with the laws of Switzerland.

Sincerely yours
HOMBURGER AG

/s/ David Oser        
David Oser

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 17, 2023, with respect to the consolidated financial statements of Logitech International S.A., and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

San Francisco, California
May 17, 2023