As filed with the Securities and Exchange Commission on March 1, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUOTIENT TECHNOLOGY INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 77-0485123 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
1260 East Stringham Avenue, Suite 600
Salt Lake City, Utah 84106
(650) 605-4600
(Address, including Zip Code, of Principal Executive Offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plan)
Steven Boal
Chief Executive Officer
Quotient Technology Inc.
1260 East Stringham Avenue, Suite 600
Salt Lake City, Utah 84106
(650) 605-4600
(Name, address and telephone number, including area code, of agent for service)
Copies to:
J. Carlton Fleming Sidley Austin LLP 555 California Street Suite 2000 San Francisco, California 94104 (415) 772-1200 | Connie Chen, Esq. Quotient Technology Inc. General Counsel 1260 East Stringham Avenue, Suite 600 Salt Lake City, Utah 84106 (650) 605-4600 |
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 Exchange Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of Common Stock of Quotient Technology Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the 2013 Employee Stock Purchase Plan, as amended (the “ESPP”). The number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors. The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (c) an amount determined by our board of directors.
On January 1, 2022, the number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan and the ESPP increased by 3,791,177 shares and 400,000 shares, respectively. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2013 Plan and the ESPP. Accordingly, the contents of (i) the Registrant’s Registration Statement on Form S-8 (No. 333-194495) filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2014, (ii) the Registrant’s Registration Statement on Form S-8 (No. 333-202873) filed with the Commission on March 19, 2015, (iii) the Registrant’s Registration Statement on Form S-8 (No. 333-210119) filed with the Commission on March 11, 2016, (iv) the Registrant’s Registration Statement on Form S-8 (No. 333-216540) filed with the Commission on March 8, 2017, (v) the Registrant’s Registration Statement on Form S-8 (No. 333-223092) filed with the Commission on February 16, 2018, (vi) the Registrant’s Registration Statement on Form S-8 (No. 333-229922) filed with the Commission on February 27, 2019, (vii) the Registrant’s Registration Statement on Form S-8 (No. 333-236823) filed with the Commission on March 2, 2020, and (viii) the Registrant’s Registration Statement on Form S-8 (No. 333-253405) filed with the Commission on February 23, 2021 are incorporated herein by reference pursuant to General Instruction E of Form S-8.
PART I
The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:
| (1) | The contents of the earlier registration statements on Form S-8 relating to the 2013 Plan and the ESPP, previously filed with the Commission on March 12, 2014 (No. 333-194495), March 19, 2015 (No. 333-202873), March 11, 2016 (No. 333-210119), March 8, 2017 (No. 333-216540), February 16, 2018 (No. 333-223092), February 27, 2019 (No. 333-229922), March 2, 2020 (No. 333-236823), and February 23, 2021 (No. 333-253405). |
| (2) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 1, 2022 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
| (3) | The description of the Registrant’s common stock contained in Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 1, 2022, and any other amendment or report filed with the Commission for the purpose of updating such description; and |
| (4) | All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. |
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
Pursuant to the requirements of the Securities Act, 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 Salt Lake City, State of Utah, on this 1st day of March, 2022.
| Quotient Technology Inc. | ||
| By: | /s/ Steven Boal | |
| Steven Boal | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Boal, Pamela Strayer and Connie Chen, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Steven Boal | Chief Executive Officer and Director (Principal Executive Officer) | March 1, 2022 | ||
| Steven Boal | ||||
/s/ Pamela Strayer Pamela Strayer | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | March 1, 2022 | ||
/s/ Andrew Gessow | Director | March 1, 2022 | ||
| Andrew Gessow | ||||
/s/ Steve Horowitz | Director | March 1, 2022 | ||
| Steve Horowitz | ||||
/s/ Robert McDonald | Director | March 1, 2022 | ||
| Robert McDonald | ||||
/s/ Alison Hawkins | Director | March 1, 2022 | ||
| Alison Hawkins | ||||
/s/ David Oppenheimer | Director | March 1, 2022 | ||
| David Oppenheimer | ||||
/s/ Lorraine Hariton | Director | March 1, 2022 | ||
| Lorraine Hariton | ||||
/s/ Christy Wyatt | Director | March 1, 2022 | ||
| Christy Wyatt | ||||
