S-8

As filed with the Securities and Exchange Commission on February 27, 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

Care.com, Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-5785879
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

77 Fourth Avenue, Fifth Floor

Waltham, MA 02451

(781) 642-5900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

2014 Incentive Award Plan

(Full Title of the Plan)

Sheila Lirio Marcelo

President

Care.com, Inc.

77 Fourth Avenue, Fifth Floor

Waltham, MA 02451

(781) 642-5900

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

Copies to:

John H. Chory

Susan L. Mazur

Latham & Watkins LLP

1000 Winter Street, Suite 3700

Waltham, MA 02451

Telephone: (781) 434-6700

Facsimile: (781) 434-6601

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  o	Accelerated filer x
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company  o
	Emerging growth company x

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 13(a) of the Exchange Act. x

CALCULATION OF REGISTRATION FEE

		Proposed Maximum	Proposed Maximum
Title of Securities	Amount to be	Offering	Aggregate	Amount of
to be Registered	Registered(1)	Price Per Share	Offering Price	Registration Fee
Common Stock, par value $0.001 per share	1,407,514 shares(2)	$17.475(3)	$24,596,307.15(3)	$3,062.24

(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 Registrant’s 2014 Incentive Award Plan (the “2014 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2) Represents shares of Common Stock available for future issuance under the 2014 Plan.

(3) Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act for purposes of calculating the registration fee, the Proposed Maximum Offering Price Per Share is $17.475, which is the average of the high and the low price of the Registrant’s common stock as reported on The New York Stock Exchange on February 20, 2018.

STATEMENT OF INCORPORATION BY REFERENCE

This registration statement on Form S-8 is filed to register the offer and sale of an additional 1,407,514 shares of the Registrant’s common stock, par value $0.001 per share, to be issued under the 2014 Plan. This registration statement incorporates by reference the Registrant's registration statements on Form S-8, File No. 333-193640 and File No. 333-216989, as filed by the Registrant with the Securities and Exchange Commission on January 29, 2014 and March 28, 2017, respectively.

 Item 8. Exhibits.

Exhibit Number	Description of Exhibit
4.1	Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by the Registrant on January 29, 2014)
4.2	Convertible Preferred Stock Series A Certificate of Designations of the Registrant, dated as of June 29, 2016 (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed by the Registrant on June 29, 2016)
4.3	Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K filed by the Registrant on January 29, 2014)
4.4	Specimen Stock Certificate evidencing the shares of Common Stock (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192791) filed on January 10, 2014)
5.1+	Opinion of Latham & Watkins LLP
23.1+	Consent of Ernst & Young LLP
23.2+	Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1	Power of Attorney (included on signature page hereto)
99.1	Care.com, Inc. 2014 Incentive Award Plan and forms of option agreement, restricted stock agreement and restricted stock unit agreement thereunder (incorporated by reference to Exhibits 10.5 through 10.8 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-192791) filed on January 3, 2014)

+              Filed herewith

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 Waltham, Massachusetts, on this 27th day of February, 2018.

CARE.COM, INC.
By:	/s/ Sheila Lirio Marcelo
	Sheila Lirio Marcelo
	President, Chief Executive Officer and Director (Principal Executive Officer)

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Sheila Lirio Marcelo, Michael Echenberg and Diane Musi, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, 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.

Dated: February 27, 2018	/s/ Sheila Lirio Marcelo
	Sheila Lirio Marcelo
	President, Chief Executive Officer and Director
	(Principal Executive Officer)
Dated: February 27, 2018	/s/ Michael Echenberg
	Michael Echenberg
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)
Dated: February 27, 2018	/s/ George Bell
	George Bell
	Director
Dated: February 27, 2018	/s/ Marla Blow
	Marla Blow
	Director
Dated: February 27, 2018
	William H. Harris
	Director
Dated: February 27, 2018	/s/ Chet Kapoor
	Chet Kapoor
	Director
Dated: February 27, 2018	/s/ J. Sanford Miller
	J. Sanford Miller
	Director
Dated: February 27, 2018
	Joanna Rees
	Director
Dated: February 27, 2018	/s/ I. Duncan Robertson
	I. Duncan Robertson
	Director
Dated: February 27, 2018	/s/ Laela Sturdy
	Laela Sturdy
	Director
Dated: February 27, 2018	/s/ Daniel S. Yoo
	Daniel S. Yoo
	Director

EX-5.1

Care.com, Inc.

77 Fourth Avenue, Fifth Floor

Waltham, MA 02451

Re: Registration Statement on Form S-8; 1,407,514 shares of Common Stock of Care.com, Inc., par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to Care.com, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of up to 1,407,514 shares of common stock of the Company, par value $0.001 per share (the “Shares”), issuable under the Company’s 2014 Incentive Award Plan (the “2014 Plan”).

The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 27, 2018 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2014 Plan, assuming in each case that the individual grants or awards under the 2014 Plan are duly authorized by all necessary corporate

February 27, 2018

Page 2

action and duly granted or awarded and exercised in accordance with the requirements of law and the 2014 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-23.1

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 2014 Incentive Award Plan of Care.com, Inc. of our report dated February 27, 2018, with respect to the consolidated financial statements of Care.com, Inc. included in its Annual Report (Form 10-K) for the year ended December 30, 2017, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

February 27, 2018