S-8 1 ef20023862_s8.htm S-8
As filed with the Securities and Exchange Commission on March 14, 2024

Registration No. 333-  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


EverCommerce Inc.
(Exact name of Registrant as specified in its charter)


Delaware
  
81-4063248
(State or other jurisdiction of Incorporation or organization)
  
(I.R.S. Employer Identification No.)
 
3601 Walnut Street, Suite 400
Denver, Colorado 80205
 (Address of principal executive offices) (Zip code)

 2021 Incentive Award Plan
2021 Employee Stock Purchase Plan
(Full title of the plans)

Eric Remer
Chief Executive Officer
EverCommerce Inc.
3601 Walnut Street, Suite 400
Denver, Colorado 80205
 Telephone: (720) 647-4948
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
With copies to:
Marc D. Jaffe
Benjamin J. Cohen
Jenna B. Cooper
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
(212) 906-1200
  
Lisa Storey
General Counsel
EverCommerce Inc.
3601 Walnut Street, Suite 400
Denver, Colorado 80205
(720) 647-4948

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 is being filed for the purpose of registering an additional 14,772,618 and 3,783,813 shares of the Registrant’s common stock to be issued pursuant to the EverCommerce Inc. 2021 Incentive Award Plan (“2021 Plan”) and the EverCommerce Inc. 2021 Employee Stock Purchase Plan (“2021 ESPP”), respectively, and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
 
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
 
The contents of the Registration Statement on Form S-8 (File Nos. 333-268321 and 333-257707), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.

Item 8.
Exhibits.

Exhibit
Number
  
 
Description
   
  4.1
  
 
  
  4.2
  
 
  
  5.1*
  
 
  
23.1*
  
 
  
23.2*
  
 
  
24.1*
  
 
  
99.1
  
 
    
99.1.1
  
 
    
99.1.2
  
 
  
99.2
  
 
    
107.1*
  

*
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 the City of Denver, State of Colorado, on March 14, 2024.
 
 
EverCommerce Inc.
   
 
By: /s/ Eric Remer
 
Eric Remer
 
Chief Executive Officer

POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Eric Remer, Marc Thompson and Lisa Storey, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
  
Title
  
Date
         
/s/ Eric Remer
  
Director and Chief Executive Officer
(Principal Executive Officer)
  
March 14, 2024
Eric Remer
        
         
/s/ Marc Thompson
  
Chief Financial Officer
(Principal Financial Officer)
  
March 14, 2024
Marc Thompson
        
         
/s/ Ryan H. Siurek
  
Chief Accounting Officer
(Principal Accounting Officer)
  
March 14, 2024
Ryan H. Siurek
        
         
/s/ Richard A. Simonson
  
Director
  
March 14, 2024
Richard A. Simonson
        
         
/s/ Kimberly Ellison-Taylor
  
Director
  
March 14, 2024
Kimberly Ellison-Taylor
        
         
/s/ Mark Hastings
  
Director
  
March 14, 2024
Mark Hastings
        
         
/s/ John Marquis
  
Director
  
March 14, 2024
John Marquis
        
         
/s/ Joseph Osnoss
  
Director
  
March 14, 2024
Joseph Osnoss
        
         
/s/ Penny Baldwin-Leonard
  
Director
  
March 14, 2024
Penny Baldwin-Leonard
        
         
/s/ John Rudella
  
Director
  
March 14, 2024
John Rudella
        
         
/s/ Debby Soo
  
Director
  
March 14, 2024
Debby Soo