S-8

As filed with the Securities and Exchange Commission on November 15, 2019

Registration No. 333- 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Model N, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	77-0528806
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

(650) 610-4600

(Address of Principal Executive Offices and Zip Code)

2013 Employee Stock Purchase Plan

(Full title of the plan)

David Barter

Chief Financial Officer

Model N, Inc.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

(Name and address of agent for service)

(650) 610-4600

(Telephone number, including area code, of agent for service)

Copies to:

Amanda Rose, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500 Errol H. Hunter, Esq., Senior Vice President and General Counsel Model N, Inc. 777 Mariners Island Boulevard, Suite 300 San Mateo, California 94404 (650) 610-4600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):

Large accelerated filer	Accelerated filer	x
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. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities To Be Registered	Amount To Be Registered	(1)	Proposed Maximum Offering Price Per Share			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, $0.00015 par value per share
—To be issued under the 2013 Employee Stock Purchase Plan	659,891	(2)	$	25.45	(3)	$	16,794,226	(3)	$	2,180	(3)
Total	659,891		N/A			$	16,794,226		$	2,180

(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 shares of the Registrant’s Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2) Represents additional shares of Common Stock reserved for issuance under the Registrant’s 2013 Employee Stock Purchase Plan as of October 1, 2019.

(3) Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on November 11, 2019, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2013 Employee Stock Purchase Plan.

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Model N, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register:

(i) 659,891 additional shares of Common Stock under the Registrant’s 2013 Employee Stock Purchase Plan (“ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares reserved for issuance under the ESPP on October 1, 2019.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2013 (Registration No. 333-187388). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

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 September 30, 2019 filed with the Commission on November 15, 2019 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 Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35840) filed with the Commission on March 18, 2013, including any amendments or reports filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. 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.

Item 8. Exhibits.

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Filed Herewith
4.1	Amended and Restated Certificate of Incorporation of the Registrant	10-Q	001-35840	3.1	5/10/2013
4.2	Amended and Restated Bylaws of the Registrant	10-Q	001-35840	3.2	5/10/2013
4.3	Form of Registrant’s Common Stock certificate	S-1/A	333-186668	4.01	3/7/2013
5.1	Opinion of General Counsel (including consent)					X
23.1	Consent of General Counsel (contained in Exhibit 5.1)					X
23.2	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm					X
24.1	Power of Attorney (included on the signature page to this Registration Statement)					X
99.1	2013 Employee Stock Purchase Plan	S-8	333-187388	99.4	3/20/2013

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 San Mateo, State of California, on this 15th day of November 2019.

MODEL N, INC.
By:	/s/ David Barter
	David Barter
	SVP, Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason Blessing and David Barter, and each of them, as his or her 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 (including post-effective amendments) to this Registration Statement on Form S-8, 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 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 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 has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Jason Blessing	Chief Executive Officer	November 15, 2019
Jason Blessing	(Principal Executive Officer)
/s/ David Barter	Senior Vice President and Chief Financial Officer	November 15, 2019
David Barter	(Principal Financial Officer and Principal Accounting Officer)
Additional Directors:
/s/ Tim Adams	Director	November 15, 2019
Tim Adams
/s/ Dave Yarnold	Director	November 15, 2019
Dave Yarnold
/s/ Baljit Dail	Director	November 15, 2019
Baljit Dail
/s/ Melissa Fisher	Director	November 15, 2019
Melissa Fisher
/s/ Alan Henricks	Director	November 15, 2019
Alan Henricks
/s/ Scott Reese	Director	November 15, 2019
Scott Reese

EX-5.1

Exhibit 5.1

November 15, 2019

Model N, Inc.

777 Mariners Island Boulevard, Suite 300

San Mateo, California 94404

Re: Opinion of Counsel

I am General Counsel and Corporate Secretary of Model N, Inc., a Delaware corporation (the “Company”), and am rendering this opinion in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “ Commission”) on or about November 15, 2019 in connection with the registration under the Securities Act of 1933, as amended, of 659,891 shares of the Company’s Common Stock, $0.00015 par value per share (the “Common Stock ”), subject to issuance by the Company under the Company’s 2013 Employee Stock Purchase Plan (the “Plan”). In rendering this opinion, I have examined such matters of fact as I have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1) the Company’s Amended and Restated Certificate of Incorporation, certified by the Delaware Secretary of State on March 25, 2013 (the “Restated Certificate”);

(2) the Company’s Amended and Restated Bylaws, certified by me, as the Company’s Secretary, on March 25, 2013 (the “Bylaws”);

(3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4) the Plan and related forms of agreements under the Plan;

(5) the prospectuses prepared in connection with the Plan (the “Prospectus”);

(6) the following minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) and stockholders at which, or pursuant to which, the Restated Certificate and Bylaws were approved: (i) the minutes of a meeting of the Board held on February 27, 2013, at which resolutions were adopted by the Board adopting and approving the Restated Certificate and the Bylaws, and (ii) the Action by Written Consent of the stockholders of the Company, dated March 15, 2013, in which resolutions were adopted by the stockholders of the Company adopting and approving the Restated Certificate and the Bylaws;

(7) the following minutes of meetings and actions by written consent of the Board and stockholders at which, or pursuant to which, the Board and stockholders of the Company adopted and approved the Plan: (i) the minutes of a meeting of the Board held on February 27, 2013, at which resolutions were adopted by the Board adopting and approving the Plan, and (ii) the Action by Written Consent of the stockholders of the Company, dated March 15, 2013, in which resolutions were adopted by the stockholders of the Company adopting and approving the Plan;

(8) the stock records of the Company; and

(9) a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated November 14, 2019 (the “Certificate of Good Standing”).

In my examination of documents for purposes of this opinion, I have assumed, and express no opinion as to, the genuineness of all signatures, except for my own, on original documents, the authenticity and completeness of all documents submitted to me as originals, the conformity to originals and completeness of all documents submitted to me as copies, the legal capacity of all persons or entities executing the same (other than the Company), the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by me and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

As to matters of fact relevant to this opinion, I have relied solely upon my examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of and advisers to the Company to me. I have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

I render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

With respect to my opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, I have relied upon the Certificate of Good Standing.

Based upon the foregoing, it is my opinion that:

(1) The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2) The 659,891 shares of Common Stock that may be issued by the Company under the Plan, when issued, sold and delivered in accordance with the Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to me, if any, in the Registration Statement, the Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with the issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on my understanding of facts in existence as of such date after the aforementioned examination. I assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to my attention whether or not such occurrence would affect or modify the opinions expressed herein.

Very truly yours,

/s/ Errol Hunter

Errol Hunter

SVP, General Counsel and Corporate Secretary

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Model N, Inc. of our report dated November 15, 2019 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Model N, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2019.

/s/ PricewaterhouseCoopers LLP

San Jose, California

November 15, 2019