As filed with the U.S. Securities and Exchange Commission on August 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Shutterfly, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 94-3330068 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
2800 Bridge Parkway
Redwood City, California 94065
(Address of Principal Executive Offices) (Zip Code)
2015 Equity Incentive Plan
(Full Title of the Plan)
Christopher North
President and Chief Executive Officer
c/o Shutterfly, Inc.
2800 Bridge Parkway
Redwood City, California 94065
(Name and Address of Agent for Service)
(650) 610-5200
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| Robert Freedman, Esq. Katherine Duncan, Esq. Fenwick & West LLP Silicon Valley Center, 801 California Street Mountain View, CA 94041 (650) 988-8500 |
Jason Sebring, Esq. Vice President and General Counsel Shutterfly, Inc. 2800 Bridge Parkway Redwood City, California 94065 (650) 610-5200 |
Indicate by check mark whether 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 | ☐ (Do not check if a smaller reporting company) | 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 |
Amount of Registration Fee | ||||
| Common Stock, $0.0001 par value per share: |
||||||||
| 2015 Equity Incentive Plan |
900,000(3) | $82.31 | $74,079,000 | $9,223 | ||||
| Total |
900,000 | |||||||
|
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|
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement includes an indeterminate number of additional shares of Common Stock which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the 2015 Equity Incentive Plan (the “Plan”). |
| (2) | Estimated solely for purposes of this offering in accordance with Rule 457(h) and Rule 457(c) of the Securities Act based on the average of the high and low price per share of the Registrant’s Common Stock, as reported on The Nasdaq Global Select Market on August 3, 2018. |
| (3) | Represents shares of Common Stock reserved for issuance upon the exercise of stock options and the settlement of restricted stock unit awards under the Plan to be granted by the Registrant. Shares available for issuance under the Plan were previously registered on a Registration Statements on Form S-8 filed with the Securities and Exchange Commission on December 30, 2015 (Registration No. 333-208793) and on June 2, 2017 (Registration No. 333-218438). |
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an additional 900,000 shares under the Registrant’s 2015 Equity Incentive Plan pursuant to stockholder approval obtained at the Registrant’s Annual Meeting of Stockholders on May 23, 2018. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 filed with the Commission on December 30, 2015 (Registration No. 333-208793) and on June 2, 2017 (Registration No. 333-218438).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Shutterfly, Inc., 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 Redwood City, State of California, on August 9, 2018.
| SHUTTERFLY, INC. | ||
| By: | /s/ Michael Pope | |
| Michael Pope | ||
| Senior Vice President and Chief Financial Officer | ||
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Christopher North and Michael Pope, and each of them, as attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact, 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, or any of them, 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 date indicated.
| Signature |
Capacity |
Date | ||
| /s/ Christopher North |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 9, 2018 | ||
| Christopher North | ||||
| /s/ Michael Pope |
Sr. Vice President and Chief Financial Officer (Principal Financial Officer) |
August 9, 2018 | ||
| Michael Pope | ||||
| /s/ Lisa Blackwood-Kapral Lisa Blackwood-Kapral |
Vice President and Chief Accounting Officer (Principal Accounting Officer) |
August 9, 2018 | ||
| /s/ William J. Lansing |
Chairman of the Board of Directors | August 9, 2018 | ||
| William J. Lansing | ||||
| /s/ Thomas D. Hughes |
Director | August 9, 2018 | ||
| Thomas D. Hughes | ||||
| /s/ Eva Manolis |
Director | August 9, 2018 | ||
| Eva Manolis | ||||
| /s/ Ann Mather |
Director | August 9, 2018 | ||
| Ann Mather | ||||
| /s/ Elizabeth S. Rafael |
Director | August 9, 2018 | ||
| Elizabeth S. Rafael | ||||
| /s/ Elizabeth Sartain |
Director | August 9, 2018 | ||
| Elizabeth Sartain | ||||
| /s/ H. Tayloe Stansbury |
Director | August 9, 2018 | ||
| H. Tayloe Stansbury | ||||
| /s/ Brian T. Swette |
Director | August 9, 2018 | ||
| Brian T. Swette | ||||
| /s/ Michael P. Zeisser |
Director | August 9, 2018 | ||
| Michael P. Zeisser | ||||