S-8

As filed with the U.S. Securities and Exchange Commission on February 16, 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

Roku, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	26-2087865
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

1155 Coleman Avenue

San Jose, California 95110

(408) 556-9040

(Address of principal executive offices) (Zip code)

Roku, Inc. 2017 Equity Incentive Plan

(Full title of the plan)

Stephen H. Kay

General Counsel and Secretary

Roku, Inc.

1155 Coleman Avenue, San Jose, California 95110

(408) 556-9040

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

Copies to:

John T. McKenna Alex K. Kassai Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 Christy Lillquist Roku, Inc.
1155 Coleman Avenue
San Jose, California 95110 (408) 556-9040

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	☐	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. ☐

EXPLANATORY NOTE

Roku, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to General Instruction E of Form S-8. The Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) provides that the total number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1st of each calendar year, from January 1, 2018 to January 1, 2027, in an amount equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2023, the number of shares of Class A common stock that may be issued upon the exercise of incentive stock options under the 2017 Plan increased by an additional 7,001,354 shares (or 5% of the outstanding shares of the Registrant’s capital stock as of December 31, 2022). In addition, the number of shares reserved for issuance under the 2017 Plan will be increased by the total number of shares subject to options or other equity awards that expired or terminated under the Registrant’s Amended and Restated 2008 Equity Incentive Plan. As a result, the shares reserved under the 2017 Plan increased by an additional 2,398 shares.

These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statements on Form S-8 (File No. 333-220701, File No. 333-223379, File No. 333-230039, File No. 333-236830, File No. 333-253638, and File No. 333-262876 (“Prior Registration Statements”)) were filed with the Commission on September 28, 2017, March 1, 2018, March 1, 2019, March 2, 2020, February 26, 2021, and February 18, 2022, respectively.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on February 16, 2023, which contains audited financial statements for the Registrant’s latest fiscal year.

(b) The description of the Registrant’s Class  A common stock which is contained in a registration statement on Form 8-A filed on September 19, 2017 (File No. 001-38211) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(c) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 subsequently filed document that 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.

Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made a part hereof.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 8. EXHIBITS

	Incorporated by Reference
Exhibit Number	Description	Form		SEC File No.		Exhibit		Filing Date
4.1	Amended and Restated Certificate of Incorporation.		8-K		001-38211		3.1		10/3/2017
4.2	Amended and Restated Bylaws.		S-1/A		333-220318		3.4		9/18/2017
4.3	Form of Class A Common Stock Certificate.		S-1/A		333-220318		4.1		9/18/2017
5.1*	Opinion of Cooley LLP.		—		—		—		—
23.1*	Consent of Cooley LLP (included in Exhibit 5.1).		—		—		—		—
23.2*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.		—		—		—		—
24.1*	Power of Attorney (included on the signature page of this Form S-8).		—		—		—		—
99.1	Roku, Inc. 2017 Equity Incentive Plan.		S-1/A		333-220318		10.5		9/18/2017
107*	Filing Fee Table		—		—		—		—

* Filed herewith

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 San Jose, State of California, on this 16th day of February, 2023.

ROKU, INC.
By:	/s/ Steve Louden
	Steve Louden Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Steve Louden, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (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, 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 his, her or their substitute or substitutes, 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 dates indicated.

Name	Title	Date
/s/ Anthony Wood Anthony Wood	President, Chief Executive Officer and Chairman (Principal Executive Officer)	February 16, 2023
/s/ Steve Louden Steve Louden	Chief Financial Officer (Principal Financial Officer)	February 16, 2023
/s/ Matthew Banks Matthew Banks	Vice President, Corporate Controller and Chief Accounting Officer (Principal Accounting Officer)	February 16, 2023
/s/ Ravi Ahuja Ravi Ahuja	Director	February 16, 2023
/s/ Mai Fyfield Mai Fyfield	Director	February 16, 2023
/s/ Jeffrey Hastings Jeffrey Hastings	Director	February 16, 2023
/s/ Laurie Simon Hodrick Laurie Simon Hodrick	Director	February 16, 2023
/s/ Neil Hunt Neil Hunt	Director	February 16, 2023
/s/ Gina Luna Gina Luna	Director	February 16, 2023
/s/ Ray Rothrock Ray Rothrock	Director	February 16, 2023

EX-5.1

Exhibit 5.1

John T. McKenna

+1 650 843 5059

jmckenna@cooley.com

February 16, 2023

Roku, Inc.

1155 Coleman Ave.

San Jose, CA 95110

Ladies and Gentlemen:

We have acted as counsel to Roku, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 7,003,752 shares (the “Shares”) of Class A common stock, par value $0.0001 per share, issuable pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s certificate of incorporation and bylaws, each as currently in effect, the Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,

Cooley LLP

By:	/s/ John T. McKenna
	John T. McKenna

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 16, 2023 relating to the financial statements of Roku, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

February 16, 2023

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Roku, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule			Amount Registered(1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Class A Common Stock, par value $0.0001 per share, Roku, Inc. 2017 Equity Incentive Plan		Other	(2)		7,003,752	(3)	$	54.95	(2)	$	384,856,172	$	0.0001102	$	42,412.00
Total Offering Amount											$	384,856,172				—
Total Fees Previously Paid																—
Total Fee Offsets																—
Net Fee Due															$	42,412.00

(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 Class A common stock of Roku, Inc. (the “Registrant”) that become issuable under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock.

(2) Estimated in accordance with Rule 457(h) of the Securities Act solely for purpose of calculating the registration fee on the basis of $54.95, the average of the high and low prices of the Registrant’s Class A common stock as reported on The Nasdaq Global Select Market on February 13, 2023.

(3) Represents 7,001,354 additional shares of Class A common stock available for issuance as a result of the annual automatic increase on January 1, 2023 under the 2017 Plan and 2,398 additional shares available for issuance in connection with the termination or cancellation of options or other equity awards granted under the Registrant’s Amended and Restated 2008 Equity Incentive Plan.