As filed with the Securities and Exchange Commission on February 8, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CERENCE INC.
(Exact name of registrant as specified in its charter)
Delaware | 83-4177087 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1 Burlington Woods Drive, Suite 301A
Burlington, Massachusetts 01803
(857) 362-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cerence 2019 Equity Incentive Plan
(Full title of the plan)
Thomas Beaudoin
Chief Financial Officer
Cerence Inc.
1 Burlington Woods Drive, Suite 301A
Burlington, Massachusetts 01803
(857) 362-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jennifer Salinas
General Counsel
Cerence Inc.
1 Burlington Woods Drive, Suite 301A
Burlington, Massachusetts 01803
(857) 362-7300
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 | ☐ | 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 1,200,528 additional shares of Common Stock under the Stock Plan which were added on January 1, 2023 as a result of an automatic annual increase provision therein. The additional shares are of the same class as other securities relating to the Stock Plan for which the Registrant’s registration statement filed on Form S-8 on October 2, 2019 (File No. 333-234040) is effective. The information contained in the Registrant’s registration statement filed on Form S-8 on October 2, 2019 (File No. 333-234040) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
* | Exhibits marked with an asterisk (*) are filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Burlington, Commonwealth of Massachusetts, on February 8, 2023.
Cerence Inc. | ||
By: | /s/ Stefan Ortmanns | |
Stefan Ortmanns | ||
President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stefan Ortmanns and Thomas Beaudoin, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may 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 | Title | Date | ||
/s/ Stefan Ortmanns |
Chief Executive Officer and Director | February 8, 2023 | ||
Stefan Ortmanns | (Principal Executive Officer) | |||
/s/ Thomas Beaudoin |
Chief Financial Officer and Director (Principal Financial and Principal Accounting Officer) |
February 8, 2023 | ||
Thomas Beaudoin | ||||
/s/ Arun Sarin |
Chairman of the Board | February 8, 2023 | ||
Arun Sarin | ||||
/s/ Marianne Budnik |
Director | February 8, 2023 | ||
Marianne Budnik | ||||
/s/ Sanjay Jha |
Director | February 8, 2023 | ||
Sanjay Jha | ||||
/s/ Kristi Ann Matus |
Director | February 8, 2023 | ||
Kristi Ann Matus | ||||
/s/ Alfred Nietzel |
Director | February 8, 2023 | ||
Alfred Nietzel | ||||
/s/ Doug Davis |
Director | February 8, 2023 | ||
Doug Davis |