As filed with the Securities and Exchange Commission on February 23, 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
QUOTIENT TECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
Delaware | 77-0485123 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
400 Logue Avenue
Mountain View, California 94043
(650) 605-4600
(Address, including Zip Code, of Principal Executive Offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plan)
Steven Boal
Chief Executive Officer
Quotient Technology Inc.
400 Logue Avenue
Mountain View, California 94043
(650) 605-4600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
J. Carlton Fleming Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
Connie Chen, Esq. Quotient Technology Inc. 400 Logue Avenue Mountain View, California 94043 (650) 605-4600 |
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 | ☐ (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 Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities to be Registered |
Proposed Amount |
Proposed Maximum Offering Price per Share |
Proposed Maximum |
Amount of Registration Fee | ||||
Common Stock, par value $0.00001 per share, reserved for issuance pursuant to the 2013 Equity Incentive Plan |
3,669,732(2) | $12.25(4) | $44,954,217.00 | $4,904.51 | ||||
Common Stock, par value $0.00001 per share, reserved for issuance pursuant to the 2013 Employee Stock Purchase Plan |
400,000(3) | $10.41(5) | $4,164,000.00 | $454.30 | ||||
TOTAL |
4,069,732 | $49,118,217.00 | $5,358.81 | |||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Registrants 2013 Equity Incentive Plan (the 2013 Plan) and the Registrants 2013 Employee Stock Purchase Plan, as amended (the ESPP) by reason of any stock split, stock dividend or similar adjustment effected without the Registrants receipt of consideration that results in an increase in the number of outstanding shares of the Registrants common stock. |
(2) | Reflects an automatic annual increase of 3,669,732 on January 1, 2021 to the number of shares of Registrants Common Stock reserved for issuance under the 2013 Plan, which annual increase is provided for in the 2013 Plan. |
(3) | Reflects an automatic annual increase of 400,000 on January 1, 2021 to the number of shares of Registrants Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP. |
(4) | Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of $12.25 per share, which represents the average of the high and low price per share of the Registrants common stock on February 17, 2021 as reported on the New York Stock Exchange. |
(5) | Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $12.25, which represents the average of the high and low price per share of the Registrants common stock on February 17, 2021 as reported on the New York Stock Exchange. Pursuant to the ESPP, the purchase price of the shares of the Registrants common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date. |
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the Registration Statement) registers additional shares of Common Stock of Quotient Technology Inc. (the Registrant) to be issued pursuant to the Registrants 2013 Equity Incentive Plan (the 2013 Plan) and the 2013 Employee Stock Purchase Plan, as amended (the ESPP). The number of shares of the Registrants common stock available for grant and issuance under the 2013 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors. The number of shares of the Registrants common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (c) an amount determined by our board of directors.
On January 1, 2021, the number of shares of the Registrants common stock available for grant and issuance under the 2013 Plan and the ESPP increased by 3,669,732 shares and 400,000 shares, respectively. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the evergreen provision of the 2013 Plan and the ESPP. Accordingly, the contents of (i) the Registrants Registration Statement on Form S-8 (No. 333-194495) filed with the Securities and Exchange Commission (the Commission) on March 12, 2014, (ii) the Registrants Registration Statement on Form S-8 (No. 333-202873) filed with the Commission on March 19, 2015, (iii) the Registrants Registration Statement on Form S-8 (No. 333-210119) filed with the Commission on March 11, 2016, (iv) the Registrants Registration Statement on Form S-8 (No. 333-216540) filed with the Commission on March 8, 2017, (v) the Registrants Registration Statement on Form S-8 (No. 333-223092) filed with the Commission on February 16, 2018, (vi) the Registrants Registration Statement on Form S-8 (No. 333-229922) filed with the Commission on February 27, 2019 and (vii) the Registrants Registration Statement on Form S-8 (No. 333-236823) filed with the Commission on March 2, 2020, are incorporated herein by reference pursuant to General Instruction E of Form S-8.
PART I
The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:
(1) | The contents of the earlier registration statements on Form S-8 relating to the 2013 Plan and the ESPP, previously filed with the SEC on March 12, 2014 (No. 333-194495), March 19, 2015 (No. 333-202873), March 11, 2016 (No. 333-210119), March 8, 2017 (No. 333-216540), February 16, 2018 (No. 333-223092), February 27, 2019 (No. 333-229922), and March 2, 2020 (No. 333-236823). |
(2) | The Registrants Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Commission on February 23, 2021 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act); |
(3) | All other reports filed by the Registrant with the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants Annual Report referred to in (1) above; |
(4) | The description of the Registrants common stock contained in Exhibit 4.5 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 2, 2020, and any other amendment or report filed with the Commission for the purpose of updating such description; and |
(5) | All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. |
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 such 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.
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 Mountain View, State of California, on this 23rd day of February, 2021.
Quotient Technology Inc. | ||
By: | /s/ Steven Boal | |
Steven Boal | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Boal, Pamela Strayer and Connie Chen, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her 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, granting unto said attorney-in-fact, proxy and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Steven Boal Steven Boal |
Chief Executive Officer and Director (Principal Executive Officer) | February 23, 2021 | ||
/s/ Pamela Strayer Pamela Strayer |
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | February 23, 2021 | ||
/s/ Andrew Gessow Andrew Gessow |
Director | February 23, 2021 | ||
/s/ Steve Horowitz Steve Horowitz |
Director | February 23, 2021 | ||
/s/ Robert McDonald Robert McDonald |
Director | February 23, 2021 | ||
/s/ Michelle McKenna Michelle McKenna |
Director | February 23, 2021 | ||
/s/ David Oppenheimer David Oppenheimer |
Director | February 23, 2021 | ||
/s/ Christy Wyatt Christy Wyatt |
Director | February 23, 2021 | ||
/s/ Lorraine Hariton Lorraine Hariton |
Director | February 23, 2021 |
Exhibit 5.1
Carlton Fleming
+1 650 843 5865
cfleming@cooley.com
February 23, 2021
Quotient Technology Inc.
400 Logue Avenue
Mountain View, California 94043
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to Quotient Technology Inc., a Delaware corporation (the Company), and you have requested our opinion in connection with the filing by the Company, of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission, covering the offering of up 4,069,732 shares of the Companys Common Stock, $0.00001 par value (the Shares), including (i) 3,669,732 shares reserved for issuance pursuant to the Companys 2013 Equity Incentive Plan (the 2013 Plan), and (ii) 400,000 shares reserved for issuance pursuant to the Companys 2013 Employee Stock Purchase Plan (together with the 2013 Plan, the Plans).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the Plans, the Companys Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws and originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery, by all persons other than by the Company of all documents where due authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
February 23, 2021
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
COOLEY LLP
By: | /s/ Carlton Fleming | |
Carlton Fleming |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 t: (650) 843-5000 f: (650) 849-7400 cooley.com |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan of Quotient Technology Inc. of our reports dated February 22, 2021, with respect to the consolidated financial statements of Quotient Technology Inc. and the effectiveness of internal control over financial reporting of Quotient Technology Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
February 23, 2021