S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on January 21, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

JABIL INC.

(Exact name of registrant as specified in its charter)


Delaware		38-1886260
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

10560 Dr. Martin Luther King, Jr. Street North St. Petersburg, Florida		33716
(Address of Principal Executive Offices)		(Zip Code)

JABIL INC. 2011 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Robert L. Katz, Esq.

Executive Vice President and General Counsel

Jabil Inc.

10560 Dr. Martin Luther King, Jr. Street North

St. Petersburg, Florida 33716

(727) 577-9749

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

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.

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, $0.001 par value per share	11,000,000	$45.56	$501,160,000.00	$54,676.56

(1)

Jabil Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement to register 11,000,000 shares of Common Stock, par value $0.001 per share (the “Common Stock”), for issuance under the Jabil Inc. 2011 Employee Stock Purchase Plan (the “Plan”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such additional and indeterminate number of shares as may become issuable pursuant to the provisions of the Plan relating to adjustments for changes resulting from a stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

(2)	Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price per share represents the average of the high and low sales prices of the Common Stock as reported on the New York Stock Exchange on January 14, 2021.

NOTE

INFORMATION REQUIRED PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

This Registration Statement on Form S-8 is being filed by Jabil Inc. (the “Registrant”), relating to 11,000,000 shares of its common stock, par value $0.001 per share (the “Common Stock”), issuable to eligible employees of the Company and certain designed subsidiaries thereof under the Jabil Inc. 2011 Employee Stock Purchase Plan (the “Plan”). The Company filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2011 and October 19, 2017 Registration Statements on Form S-8 (Registration No. 333-172458 and Registration No. 333-221022, respectively) relating to shares of Common Stock issuable to eligible employees of the Company and certain designed subsidiaries thereof under the Plan (the “Prior Registration Statements”). The Prior Registration Statements are currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

(1)

The Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2020, filed with the Commission on October 22, 2020;

(2)

The Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2020, filed with the Commission on January 8, 2021; and

(3)

The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on April 28, 1998, including any subsequent amendment or any report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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 hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being herein referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document 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 Incorporated Document 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.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

ITEM 8.

EXHIBITS.

INDEX OF EXHIBITS


			Incorporated by Reference Herein
Exhibit No.	Description	Filed Herewith	Form	Exhibit	Filing Date/Period End Date
3.1	Registrant’s Certificate of Incorporation, as amended.		10-Q	3.1	5/31/2017

3.2	Registrant’s Bylaws, as amended.		10-Q	3.2	5/31/2017

4.1	Jabil Inc. 2011 Employee Stock Purchase Plan.		Proxy	Appendix B	12/9/2020

5.1	Opinion of Sidley Austin LLP with respect to validity of issuance of securities.	X

23.1	Consent of Sidley Austin LLP (included in Exhibit 5.1).	X

23.2	Consent of Ernst & Young LLP.	X

24.1	Powers of Attorney (set forth on the signature page of the Registration Statement).	X

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 St. Petersburg, State of Florida, on January 21, 2021.


JABIL INC.

By:		/s/ Michael Dastoor
		Michael Dastoor, Chief Financial Officer

POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, we, the undersigned officers and directors of Jabil Inc., hereby severally constitute and appoint Michael Dastoor and Robert L. Katz, each acting alone as an attorney-in-fact with the full power of substitution, for and in the name, place and stead of each of us in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or either of their substitute or substitutes, may 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 dates indicated.


	Signatures	Title	Date

By:	/s/ Timothy L. Main	Chairman of the Board of Directors	January 21, 2021
	Timothy L. Main

By:	/s/ Thomas A. Sansone	Vice Chairman of the Board of Directors	January 21, 2021
	Thomas A. Sansone

By:	/s/ Mark T. Mondello	Chief Executive Officer and Director	January 21, 2021
	Mark T. Mondello	(Principal Executive Officer)

By:	/s/ Michael Dastoor	Chief Financial Officer (Principal	January 21, 2021
	Michael Dastoor	Financial and Accounting Officer)

By:	/s/ Anousheh Ansari	Director	January 21, 2021
	Anousheh Ansari

By:	/s/ Martha F. Brooks	Director	January 21, 2021
	Martha F. Brooks

By:	/s/ Christopher S. Holland	Director	January 21, 2021
	Christopher S. Holland

By:	/s/ John C. Plant	Director	January 21, 2021
	John C. Plant

By:	/s/ Steven A. Raymund	Director	January 21, 2021
	Steven A. Raymund

By:	/s/ David M. Stout	Director	January 21, 2021
	David M. Stout

By:	/s/ Kathleen A. Walters	Director	January 21, 2021
	Kathleen A. Walters