S-8 1 d923819ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on April 28, 2020

REGISTRATION NO. 333 -                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

KALEYRA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   82-3027430

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

Via Marco D’Aviano, 2

Milano MI, Italy 20131

+39 02 288 5841

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kaleyra, Inc. 2019 Equity Incentive Plan

(Full title of the plan)

 

 

Dario Calogero

Chief Executive Officer and President

Kaleyra, Inc.

Via Marco D’Aviano, 2

Milano MI, Italy 20131

+39 02 288 5841

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

 

 

Copy to:

Jeffrey C. Selman, Esq.

Crowell & Moring LLP

3 Embarcadero Center, 26th Floor

San Francisco, CA 94111

(415) 365-7442

 

 

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 filed   ☐    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

Common Stock, $0.0001 par value

   998,855   $6.87   $6,862,133.85   $890.70

 

 

(1)

The number of shares of common stock, par value $0.0001 per share (the “Common Stock”), stated above consists of additional shares of Common Stock available for issuance under the Kaleyra, Inc. 2019 Equity Incentive Plan, or the Plan, by operation of the Plan’s “evergreen” provision. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock.

(2)

The proposed maximum offering price is calculated pursuant Rule 457(c) and Rule 457(h) under the Securities Act based upon average of the high and low sale prices of the Common Stock as reported by the NYSE American on April 20, 2020.

 

 

 

EXPLANATORY NOTE

This Registration Statement has been filed by Kaleyra, Inc. (the “Registrant”) to register 998,855 additional shares of common stock to be offered pursuant to the Kaleyra, Inc. 2019 Equity Incentive Plan.

This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on Form S-8 (File No. 333-235575), filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2019 (the “2019 Registration Statement”). Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2019 Registration Statement are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed by the Registrant with the Commission under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

 

  •  

The Registrant’s Form 10-K for the fiscal year ended December 31, 2019 filed with the Commission on April 22, 2020; and

 

  •  

The Registrant’s Current Reports on Form 8-K filed with the Commission on January 10, 2020, January 24, 2020, February 12, 2020, February  14, 2020, February 20, 2020, March  9, 2020, March 16, 2020, March  17, 2020 and March 26, 2020.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby 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 hereof from the date of filing of such 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any 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.

The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:

 

Exhibit
Number		   

Exhibit Description

   

Filed

Herewith

   

Incorporated

by Reference

herein from

Form or

Schedule

   

Filing Date

   

SEC File/

Reg.

Number

4.1    Second Amended and Restated Certificate of Incorporation of Kaleyra, Inc.       8-K    09/24/2019    001-38320
4.2    Amended and Restated Bylaws of Kaleyra, Inc.       8-K    12/02/2019    001-38320
4.3    Specimen Common Stock Certificate       8-K    12/02/2019    001-38320

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 Milan, Italy, on this 28th day of April, 2020.

 

KALEYRA, INC.

By:

  

/s/ Dario Calogero

Name:

  

Dario Calogero

Title:

  

Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Dario Calogero and Giacomo Dall’Aglio and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all 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 United States 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Registration Statement on Form S-8 has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Name

   

Title

   

Date

/s/ Dario Calogero

Dario Calogero

   

President, Chief Executive Officer, and Director

(Principal Executive Officer)

    April 28, 2020

/s/ Giacomo Dall’Aglio

Giacomo Dall’Aglio

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

    April 28, 2020

/s/ Avi S. Katz

Dr. Avi S. Katz

    Chairman of the Board of Directors    April 28, 2020

/s/ Neil Miotto

Neil Miotto

    Director    April 28, 2020

/s/ John Mikulsky

John Mikulsky

    Director    April 28, 2020

/s/ Emilio Hirsch

Emilio Hirsch

    Director    April 28, 2020

/s/ Matteo Lodrini

Matteo Lodrini

    Director    April 28, 2020