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SNAP Snap

As filed with the Securities and Exchange Commission on February 5, 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

 

 

Snap Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware 45-5452795

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

2772 Donald Douglas Loop North

Santa Monica, California 90405

(310) 399-3339

(Address of principal executive offices) (Zip code)

Snap Inc. 2017 Equity Incentive Plan

(Full title of the plan)

Evan Spiegel

Chief Executive Officer

Snap Inc.

2772 Donald Douglas Loop North

Santa Monica, California 90405

(310) 399-3339

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

 

 

Copies to:

Michael O’Sullivan

Atul Porwal

Snap Inc.

2772 Donald Douglas Loop North

Santa Monica, California 90405

(310) 399-3339

 

 

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

 

Proposed
maximum

aggregate
offering price

 

Amount of

registration fee

Class A common stock, par value

$0.00001 per share

 75,166,669 (2) $52.04 (3) $3,911,673,454.76 $426,763.58

Total

 75,166,669   $3,911,673,454.76 $426,763.58

 

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement will also cover any additional shares of Registrant’s Class A common stock 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 Registrant’s Class A common stock.

(2)

Represents 75,166,669 additional shares of Class A common stock that were automatically added to the shares authorized for issuance under the 2017 Plan on January 1, 2021 pursuant to an annual “evergreen” increase provision contained in the 2017 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2017 Plan will automatically increase on the first day of each calendar year, starting on January 1, 2018 and continuing through January 1, 2027, by the lesser of (a) 5.0% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year and (b) a number of shares determined by the Registrant’s board of directors.

(3)

Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on January 29, 2021.

 

 

 


EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SHARES

This Registration Statement on Form S-8 is being filed to register an additional 75,166,669 shares of Class A common stock under the 2017 Equity Incentive Plan (the “2017 Plan”) as a result of an evergreen provision in the 2017 Plan providing that the total number of shares of Class A common stock reserved for issuance under the 2017 Plan will be automatically increased as of the first day of each fiscal year, starting on January 1, 2018.

These additional shares of Class A common stock are securities of the same class as other securities for which a Registration Statement on Form S-8 (File No. 333-216495) (“Prior Registration Statement”) was filed with the Securities and Exchange Commission on March 7, 2017. In accordance with Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made a part of this Registration Statement on Form S-8.

 

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

As of the date of this Registration Statement, (i) Cooley LLP beneficially owns an aggregate of 6,000 shares of the Registrant’s Class A common stock, and (ii) certain attorneys of Cooley LLP beneficially own an aggregate of 33,051 shares of the Registrant’s Class A common stock.

 

ITEM 8.

EXHIBITS

 

      

Incorporated by Reference

Exhibit

Number

  

Description

  

Schedule/

Form

  

File Number

  

Exhibit

  

Filing Date

4.1

  Amended and Restated Certificate of Incorporation of Snap Inc.  S-1  333-215866  3.2  February 2, 2017

4.2

  Amended and Restated Bylaws of Snap Inc.  10-K  001-38017  3.2  February 5, 2021

4.3

  Form of Class A Common Stock Certificate.  S-1  333-215866  4.1  February 2, 2017

5.1*

  Opinion of Cooley LLP.        

23.1*

  Consent of Cooley LLP (included in Exhibit 5.1).        

23.2*

  Consent of Ernst & Young LLP, independent registered public accounting firm.        

24.1*

  Power of Attorney (included on the signature page of this Form S-8).        

99.1

  Snap Inc. 2017 Equity Incentive Plan.  S-8  333-216495  99.7  March 7, 2017

99.2

  Forms of global stock option grant notice, stock option agreement, and notice of exercise under the Snap Inc. 2017 Equity Incentive Plan.  S-8  333-224591  99.2  May 2, 2018

99.3

  Forms of global restricted stock unit grant notice and award agreement under the Snap Inc. 2017 Equity Incentive Plan.  10-K  001-38017  10.9  February 5, 2021

99.4

  Forms of restricted stock award grant notice and award agreement under the Snap Inc. 2017 Equity Incentive Plan.  10-Q  001-38017  10.4  October 26, 2018

*  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 Santa Monica, State of California, on February 5, 2021.

 

SNAP INC.
By: 

/s/ Evan Spiegel

 Evan Spiegel
 Chief Executive Officer


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Evan Spiegel, Michael O’Sullivan, and Atul Porwal, 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 sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Evan Spiegel

  Chief Executive Officer and Director  February 5, 2021
Evan Spiegel  (Principal Executive Officer)  

/s/ Robert Murphy

  Director and Chief Technology Officer  February 5, 2021
Robert Murphy    

/s/ Derek Andersen

  Chief Financial Officer  February 5, 2021
Derek Andersen  (Principal Financial Officer)  

/s/ Rebecca Morrow

  Chief Accounting Officer  February 5, 2021
Rebecca Morrow  (Principal Accounting Officer)  

/s/ Kelly Coffey

  Director  February 5, 2021
Kelly Coffey    

/s/ Joanna Coles

  Director  February 5, 2021
Joanna Coles    

/s/ Elizabeth Jenkins

  Director  February 5, 2021
Elizabeth Jenkins    

/s/ A.G. Lafley

  Director  February 5, 2021
A.G. Lafley    

/s/ Michael Lynton

  Director  February 5, 2021
Michael Lynton    

/s/ Stanley Meresman

  Director  February 5, 2021
Stanley Meresman    

/s/ Scott D. Miller

  Director  February 5, 2021
Scott D. Miller    

/s/ Poppy Thorpe

  Director  February 5, 2021
Poppy Thorpe