S-8

As filed with the Securities and Exchange Commission on April 2, 2019

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OOMA, INC.

(Exact name of registrant as specified in its charter)

Delaware	06-1713274
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

525 Almanor Avenue, Suite 200

Sunnyvale, CA 94085

(Address of Principal Executive Offices) (Zip Code)

2015 Equity Incentive Plan

2015 Employee Stock Purchase Plan

(Full title of the plan)

Eric B. Stang

Chief Executive Officer

525 Almanor Avenue, Suite 200

Sunnyvale, CA 94085

(650) 566-6600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Jenny C. Yeh, Esq.	Andrew D. Thorpe, Esq.
Vice President & General Counsel	Orrick, Herrington & Sutcliffe LLP
525 Almanor Avenue, Suite 200	405 Howard Street
Sunnyvale, CA 94085	San Francisco, CA 94105
(650) 566-6600	(415) 773-5970

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 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. (Check one):

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
Common Stock, $0.0001 Par Value	406,000(2)	$11.577(3)	$4,700,262	$569.67
Common Stock, $0.0001 Par Value	1,015,000(4)	$13.62(5)	$13,824,300	$1,675.51

(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 shares of the Registrant’s common stock that become issuable under the 2015 Employee Stock Purchase Plan (the “ESPP”) or the 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transactions.

(2) Represents 406,000 additional shares of common stock reserved for future issuance under the evergreen provision of the ESPP.

(3) Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $13.62, the average of the high and low sales price of a share of the registrant’s common stock as reported on The New York Stock Exchange on March 27, 2019. Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.

(4) Represents 1,015,000 additional shares of common stock reserved for future issuance under the evergreen provision of the 2015 Plan.

(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on the New York Stock Exchange on March 27, 2019.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional (i) 406,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2015 Employee Stock Purchase Plan and (ii) 1,015,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2015 Equity Incentive Plan, which are the same class as those securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on April 2, 2018 (File No. 333-224086) (the “2018 Registration Statement”), April 11, 2017 (File No. 333-217254) (the “2017 Registration Statement”), April 13, 2016 (File No. 333-210717) (the “2016 Registration Statement”) and July 17, 2015 (File No. 333-205719) (the “2015 Registration Statement”), and the contents of the 2015 Registration Statement, 2016 Registration Statement, 2017 Registration Statement, and 2018 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Exhibits

The following documents are filed as exhibits to this Registration Statement.

Exhibit No.	Description of Exhibit
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
24.1	Power of attorney (included in the signature page to this Registration Statement).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 2nd day of April, 2019.

OOMA, INC.
By:	/s/ Eric B. Stang
	Eric B. Stang
	President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Eric B. Stang, Ravi Narula and Jenny C. Yeh, each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, in any and all capacities, to sign the Registration Statement on Form S-8 of Ooma, Inc., and any or all amendments (including post-effective amendments), 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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for 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 their 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 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.

Signature	Title	Date
/s/ Eric B. Stang Eric B. Stang	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	April 2, 2019
/s/ Ravi Narula Ravi Narula	Chief Financial Officer (Principal Financial and Accounting officer)	April 2, 2019
/s/ Susan Butenhoff Susan Butenhoff	Director	April 2, 2019
/s/ Alison Davis Alison Davis	Director	April 2, 2019

/s/ Andrew Galligan	Director	April 2, 2019
Andrew Galligan
/s/ Peter J. Goettner	Director	April 2, 2019
Peter J. Goettner
/s/ Russell Mann	Director	April 2, 2019
Russell Mann
/s/ William D. Pearce	Lead Director	April 2, 2019
William D. Pearce

EX-5.1

Exhibit 5.1

	Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1-415-773-5700 orrick.com
April 2, 2019 Ooma, Inc. 525 Almanor Avenue, Suite 200 Sunnyvale, CA 94085

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Ooma, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 1,015,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance pursuant to the Company’s 2015 Equity Incentive Plan and 406,000 shares of Common Stock reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan (which plans are referred to herein as the “Plans” and which shares of Common Stock are referred to herein as the “Shares”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation (the “Certificate”), (ii) the Amended and Restated Bylaws of the Company, (iii) the Plans, and (iv) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

April 2, 2019

Page 2

Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that upon the effectiveness of the Certificate, the Shares to be issued pursuant to the terms of the Plans have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/S/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 2, 2019, relating to the consolidated financial statements of Ooma, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s adoption of Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers), appearing in the Company’s Annual Report on Form 10-K for the year ended January 31, 2019.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

April 2, 2019