Delaware | 77-0565408 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Large accelerated filer | ☐ | Accelerated filer | x | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | x |
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 $0.0001 per share (“Class A Shares”), to be issued under the Bloom Energy Corporation 2018 Equity Incentive Plan (the “2018 Equity Plan”) | 11,641,306(2) | $5.14(4) | $59,836,312.84 | $7,766.75 | ||||
Class A Shares, to be issued under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”) | 2,910,326(3) | $4.37(5) | $12,718,124.62 | $1,650.81 | ||||
1 | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers shares issued pursuant to certain anti-dilution provisions as set forth in the 2018 Equity Plan and the 2018 ESPP, including, without limitation, shares issued as a result of any stock split, stock dividend, recapitalization or any other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the Registrant’s outstanding Class A Shares. |
2 | The number of Class A Shares available for issuance under the 2018 Equity Plan is subject to an automatic annual increase on January 1 of each of 2019 through 2028, with such annual increase equal to the lesser of (i) 4% of the number of Class A Shares, the Registrant’s Class B common stock and common stock equivalents (including options, restricted stock units, warrants and preferred stock on an as-converted basis) issued and outstanding on each December 31 immediately prior to the date of increase and (ii) such number of Class A Shares determined by the Registrant’s Board of Directors (the “EIP Evergreen Provision”). Accordingly, the number of Class A Shares available for issuance under the 2018 Equity Plan was automatically increased by 5,662,030 and 5,979,276 shares effective January 1, 2019 and January 1, 2020, respectively, which amounts are equal to 4% of the number of Class A Shares, the Registrant’s Class B common stock and common stock equivalents (including options, restricted stock units, warrants and preferred stock on an as-converted basis) issued and outstanding as of December 31, 2018 and December 31, 2019, respectively. This Registration Statement registers the 5,662,030 and 5,979,276 additional Class A Shares available for issuance under the 2018 Equity Plan as of January 1, 2019 and January 1, 2020, respectively, as a result of the EIP Evergreen Provision. |
3 | The number of Class A Shares available for issuance under the 2018 ESPP is subject to an automatic annual increase on January 1 of each calendar year, with such annual increase equal to 1% of the total number of outstanding Class A Shares, Class B common stock of the Company, and common stock equivalents (including options, restricted stock units, warrants and preferred stock on an as converted basis) outstanding on the immediately preceding December 31 (rounded down to the nearest whole share); provided, that the Registrant’s Board of Directors or the Compensation Committee of the Board of Directors may in its sole discretion reduce the amount of the increase in any particular year (the “ESPP Evergreen Provision”). Accordingly, the number of Class A Shares available for issuance under the 2018 ESPP was automatically increased by 1,415,507 and 1,494,819 shares effective January 1, 2019 and January 1, 2020, respectively, which amounts are equal to 1% of the number of Class A Shares, the Registrant’s Class B common stock and common stock equivalents (including options, restricted stock units, warrants and preferred stock on an as-converted basis) issued and outstanding as of December 31, 2018 and December 31, 2019, respectively. This Registration Statement registers the 1,415,507 and 1,494,819 additional Class A Shares available for issuance under the 2018 ESPP as of January 1, 2019 and January 1, 2020, respectively, as a result of the ESPP Evergreen Provision. |
4 | Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Class A Shares as reported on the New York Stock Exchange on March 30, 2020 which amount was $5.14 per share. |
5 | Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Class A Shares as reported on the New York Stock Exchange on March 30, 2020, multiplied by 85% (the discount under the 2018 ESPP). |
(1) | Bloom’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Commission on March 31, 2020; | |
(2) | Bloom’s current report on Form 8-K filed with the Commission filed with the Commission on February 12, 2020; and | |
(3) | The description of Bloom’s Class A Shares contained in Bloom’s Registration Statement on Form 8-A (Registration No. 001-38598) filed with the Commission on July 18, 2018 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
Item 8. | Exhibits. |
Exhibit No. | Description | |
Restated Certificate of Incorporation of Bloom, incorporated by reference from Exhibit 3.1 to Bloom’s Quarterly Report on Form 10-Q filed with the Commission on September 7, 2018 | ||
Amended and Restated Bylaws of Bloom, incorporated by reference from Exhibit 3.2 to Bloom’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 as filed with the Commission on August 14, 2019 | ||
*5.1 | Legal Opinion of Sidley Austin LLP | |
Bloom Energy Corporation 2018 Equity Incentive Plan, incorporated by reference from Exhibit 10.4 to Bloom’s Registration Statement on Form S-1 filed with the Commission on July 9, 2018 | ||
Bloom Energy Corporation 2018 Employee Stock Purchase Plan, incorporated by reference from Exhibit 10.5 to Bloom’s to Bloom’s Registration Statement on Form S-1/A filed with the Commission on July 9, 2018 | ||
*23.1 | Consent of Independent Registered Public Accounting Firm – PricewaterhouseCoopers LLP, as filed herewith | |
*23.2 | Consent of Sidley Austin LLP (contained in Exhibit 5.1) | |
*24.1 | Power of Attorney (included in signature page to this Registration Statement) |
BLOOM ENERGY CORPORATION | ||
By: | /s/ Gregory Cameron | |
Name: Gregory Cameron Title: EVP and Chief Financial Officer |
Name and Signature | Title | Date | ||
/s/ KR Sridhar KR Sridhar | Founder, President, Chief Executive Officer and Director (Principal Executive Officer) | April 1, 2020 | ||
/s/ Gregory Cameron | Chief Financial Officer (Principal Financial and Accounting Officer) | April 1, 2020 | ||
Gregory Cameron | ||||
/s/ Michael Boskin Michael Boskin | Director | April 1, 2020 | ||
/s/ Mary K. Bush Mary K. Bush | Director | April 1, 2020 | ||
/s/ John Chambers John Chambers | Director | April 1, 2020 | ||
/s/ John Doerr John Doerr | Director | April 1, 2020 | ||
/s/ Jeffrey Immelt Jeffrey Immelt | Director | April 1, 2020 | ||
/s/ Colin Powell Colin Powell | Director | April 1, 2020 | ||
/s/ Scott Sandell Scott Sandell | Director | April 1, 2020 | ||
/s/ Peter Teti Peter Teti | Director | April 1, 2020 | ||
/s/ Eddy Zervigon Eddy Zervigon | Director | April 1, 2020 | ||
![]() | SIDLEY AUSTIN LLP ONE SOUTH DEARBORN STREET CHICAGO, IL 60603 +1 312 853 7000 +1 312 853 7036 FAX AMERICA • ASIA PACIFIC • EUROPE |
Re: | 14,551,632 Shares of Class A Common Stock, $0.0001 par value per share |
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