0001490281-19-000077.txt : 20190730 0001490281-19-000077.hdr.sgml : 20190730 20190730171016 ACCESSION NUMBER: 0001490281-19-000077 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20190730 DATE AS OF CHANGE: 20190730 EFFECTIVENESS DATE: 20190730 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Groupon, Inc. CENTRAL INDEX KEY: 0001490281 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 270903295 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-232902 FILM NUMBER: 19986371 BUSINESS ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: (312) 334-1579 MAIL ADDRESS: STREET 1: 600 WEST CHICAGO AVENUE, SUITE 400 CITY: CHICAGO STATE: IL ZIP: 60654 S-8 1 s-8registrationstatement.htm S-8 Document

As filed with the Securities and Exchange Commission on July 30, 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
GROUPON, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
 
27-0903295
(I.R.S. Employer Identification Number)
600 West Chicago Avenue, Suite 400
Chicago, Illinois
(Address of Principal Executive Offices)
 
60654
(Zip Code)

Groupon, Inc. 2011 Incentive Plan
Groupon, Inc. 2012 Employee Stock Purchase Plan
(Full title of the plan)

Dane Drobny
General Counsel and Corporate Secretary
Groupon, Inc.
600 West Chicago Avenue, Suite 400
Chicago, Illinois 60654
(Name and address of agent for service)

(312) 334-1579
(Telephone number, including area code, of agent for service)

copies to:
Steven J. Gavin, Esq.
Winston & Strawn LLP
35 West Wacker Drive
Chicago, Illinois 60601
312-558-5600

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. ☐






Calculation of Registration Fee
 
 
 
 
 
 
 
 
 
Title of securities to be
registered
 
Amount to be registered (1)
 
Proposed maximum offering price per share (2)
 
Proposed 
maximum aggregate
 offering price (2)
 
Amount of registration fee (2)
Common Stock, $0.0001 par value per share
 
 
 
 
 
 
 
 
    2011 Incentive Plan
 
37,500,000 shares
 
$3.49
 
$130,875,000
 
$15,862.05
    Employee Stock Purchase Plan
 
10,000,000 shares
 
$3.49
 
$34,900,000
 
$4,229.88
           Total:
 
47,500,000 shares
 
 
 
$165,775,000
 
$20,091.93
(1)
In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of Common Stock, par value $0.0001 (each, a “Share”) of Groupon, Inc. (the “Registrant”), which may be issued under the Groupon, Inc. 2011 Incentive Plan (as amended, the “2011 Incentive Plan”) and the Groupon, Inc. 2012 Employee Stock Purchase Plan (as amended, the “Employee Stock Purchase Plan”) to prevent dilution from stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act and based upon the average high and low prices of a Share, as reported on the NASDAQ Global Select Market on July 24, 2019.










































EXPLANATORY NOTE

Pursuant to General Instruction E of Form S-8, this registration statement (the “Registration Statement”) registers (i) an additional 37,500,000 Shares that may be awarded under the 2011 Incentive Plan and (ii) an additional 10,000,000 Shares that may be purchased under the Employee Stock Purchase Plan. The contents of the registration statement on Form S-8 as filed on October 31, 2016 (File No. 333-214351) are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

The Securities and Exchange Commission (the “SEC”) allows us to “incorporate by reference” into this Registration Statement the information we file with them, which means that we can disclose important information to you by referring to those documents. Any statement contained or incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein, or in any subsequently filed document which also is incorporated by reference herein, modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. We incorporate by reference into this prospectus the following documents:

(a)
Annual Report on Form 10-K for the year ended December 31, 2018;

(b)
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019 and June 30, 2019;

(c)
Current Reports on Form 8-K filed on May 20, 2019 and June 17, 2019;

(d)
the description of our common stock contained in our Registration Statement on Form 8-A/A filed with the Commission on October 31, 2016, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

(e)
all documents filed by us under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act before the termination of the offering of securities under this prospectus.
 
Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.

Item 8.    Exhibits.
Exhibit Number
 
Description
4.1
 
Groupon, Inc. 2011 Incentive Plan, as amended (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on April 26, 2019).
4.2
 
Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended (incorporated by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Schedule DEF14A, filed with the SEC on April 26, 2019).
5.1*
 
23.1*
 
23.2*
 
23.3
 
24.1*
 
* Filed herewith.





SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Chicago, State of Illinois on this 30th day of July, 2019.

 
GROUPON, INC.
 
By:
/s/ Michael Randolfi
 
 
Michael Randolfi
 
 
Chief Financial Officer
 
 
 

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Rich Williams, Michael Randolfi and Dane Drobny his or her true and lawful attorney-in-fact and agent with full powers of substitution and resubstitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or 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 attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their 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 has been signed by the following persons in the capacities and on the dates indicated.




Signature
 
Title
 
Date
 
 
 
 
 
/s/ Rich Williams
 
Chief Executive Officer and
 
July 30, 2019
Rich Williams
 
Director (Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Michael Randolfi
 
Chief Financial Officer (Principal Financial
 
July 30, 2019
Michael Randolfi
 
Officer)
 
 
 
 
 
 
 
/s/ Melissa Thomas
 
Chief Accounting Officer and Treasurer (Principal Accounting Officer)
 
July 30, 2019
Melissa Thomas
 
 
 
 
 
 
 
 
 
/s/ Eric Lefkofsky
 
Director
 
July 30, 2019
Eric Lefkofsky
 
 
 
 
 
 
 
 
 
/s/ Michael Angelakis
 
Director
 
July 30, 2019
Michael Angelakis
 
 
 
 
 
 
 
 
 
/s/ Peter J. Barris
 
Director
 
July 30, 2019
Peter J. Barris
 
 
 
 
 
 
 
 
 
/s/ Robert J. Bass
 
Director
 
July 30, 2019
Robert J. Bass
 
 
 
 
 
 
 
 
 
/s/ Theodore J. Leonsis
 
Director
 
July 30, 2019
Theodore J. Leonsis
 
 
 
 
 
 
 
 
 
/s/ Deborah Wahl
 
Director
 
July 30, 2019
Deborah Wahl
 
 
 
 
 
 
 
 
 
/s/ Ann E. Ziegler
 
Director
 
July 30, 2019
Ann E. Ziegler
 
 
 
 
 
 
 
 
 
 
 
 
 
 


EX-5.1 2 ex51.htm EXHIBIT 5.1 Exhibit
Exhibit 5.1

[Winston & Strawn LLP letterhead]
July 30, 2019
Groupon, Inc.
600 West Chicago Avenue
Suite 400
Chicago, Illinois 60654

Ladies and Gentlemen:

We have acted as special counsel to Groupon, Inc., a Delaware corporation (the “Company”), in connection with the Form S-8 Registration Statement (the “Registration Statement”) relating to the registration of the offer and sale of up to (i) 37,500,000 shares (the “2011 Plan Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the terms and in the manner set forth in the Groupon, Inc. 2011 Incentive Plan, as amended, and (ii) 10,000,000 shares (the “ESPP Shares” and collectively with the 2011 Plan Shares, the “Shares”) of Common Stock issuable pursuant to the terms and in the manner set forth in the Groupon, Inc. 2012 Employee Stock Purchase Plan, as amended (collectively with the Groupon, Inc. 2011 Incentive Plan, as amended, the “Plans”).
This opinion letter is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to be filed with the Securities and Exchange Commission (the “Commission”) under the Act; (ii) the Restated Certificate of Incorporation of the Company, as currently in effect; (iii) the Amended and Restated By-Laws of the Company, as currently in effect; (iv) the Amendment to the Amended and Restated By-Laws of the Company; (v) the Plans; and (vi) resolutions of the board of directors of the Company relating to, among other things, the approval of the Plans, the reservation for issuance of the Shares issuable thereunder and the filing of the Registration Statement. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, paid for and delivered pursuant to the terms and in the manner set forth in the Plans, and assuming that the Shares have been and remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is based upon and limited to the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our



Exhibit 5.1

attention or any changes that may hereafter occur. This opinion letter is being furnished solely for the Company’s benefit in connection with the offer, sale and issuance of the Shares and is not to be used, quoted or otherwise referred to for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that we are experts within the meaning of the Act or that our firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Winston & Strawn LLP








































AmericasActive:13770025.4


EX-23.1 3 ex231.htm EXHIBIT 23.1 Exhibit
Exhibit 23.1


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 relating to the financial statements and financial statement schedule of Groupon Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of the guidance in ASC Topic 606, Revenue from Contracts with Customers) and the effectiveness of the Company’s internal control over financial reporting dated February 12, 2019, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2018.


/s/ Deloitte & Touche LLP
Chicago, Illinois
July 30, 2019



EX-23.2 4 ex232.htm EXHIBIT 23.2 Exhibit
Exhibit 23.2


Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Groupon, Inc. 2011 Incentive Plan and Groupon, Inc. 2012 Employee Stock Purchase Plan of our report dated February 15, 2017 (except for Notes 1, 3 and 19, as to which the date is May 17, 2017, and Note 2, as to which the date is February 12, 2019), with respect to the 2016 consolidated financial statements and schedule presented on a comparative basis with the 2017 and 2018 consolidated financial statements and schedule of Groupon, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP
Chicago, Illinois
July 30, 2019