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As filed with the Securities and Exchange Commission on March 21, 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
DOCUSIGN, INC.
(Exact name of registrant as specified in its charter)
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| Delaware |
| 91-2183967 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
221 Main St., Suite 1550
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
DocuSign, Inc. 2018 Equity Incentive Plan
DocuSign, Inc. 2018 Employee Stock Purchase Plan
(Full title of the plan)
Allan Thygesen
Chief Executive Officer
DocuSign, Inc.
221 Main St., Suite 1550
San Francisco, California 94105
(Name and address of agent for service)
(415) 489-4940
(Telephone number, including area code, of agent for service)
Copies to: | | | | | | | | |
David A. Bell, Esq. Katherine K. Duncan, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 Telephone: (650) 988-8500 |
| James Shaughnessy, Esq. Chief Legal Officer DocuSign, Inc. 221 Main St., Suite 1550 San Francisco, California 94105 (415) 489-4940
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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.
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| ☒ | Large accelerated filer | ☐ | Accelerated filer |
| ☐ | Non-accelerated filer | ☐ | Smaller reporting company |
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| ☐ | 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. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed by DocuSign, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) to register 10,266,282 additional shares of Common Stock reserved for issuance under the 2018 Equity Incentive Plan and 2,053,256 additional shares of Common Stock reserved for issuance under the 2018 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s earlier registration statements on Form S-8 with the Commission on May 1, 2018 (Registration No. 333-224577), on March 27, 2019 (Registration No. 333-230523), on March 27, 2020 (Registration No. 333-237444), on March 31, 2021 (Registration No. 333-254928), on March 25, 2022 (Registration No. 333-263856), and on March 27, 2023 (Registration No. 333-270865) to the extent not superseded hereby. In accordance with the instructional note to Part I of Form S-8 promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above.
(c) The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on April 24, 2018 (File No. 001-38465) under the Exchange Act, as updated by the description of the Registrant’s common stock contained in Exhibit 4.8 to the to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2020, filed with the Commission on March 31, 2021, including any amendment or report filed for the purpose of updating such description. All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 subsequently filed document that also 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
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| Incorporated by Reference |
| Exhibit Number | Description | Schedule Form | File Number | Exhibit | Filing Date |
| 4.1 | | 8-K | 001-38465 | 3.1 | May 1, 2018 |
| 4.2 | | 8-K | 001-38465 | 3.1 | March 11, 2024 |
| 4.3 | | S-1/A | 333-223990 | 4.1 | April 17, 2018 |
| 5.1* | |
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| 23.1* | |
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| 23.2* | |
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24.1* | Power of Attorney (reference is made to the signature page hereto) |
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| 99.1 | | S-8 | 333-224577 | 10.6 | May 1, 2018 |
| 99.2 | | S-1 | 333-223990 | 10.6 | March 28, 2018 |
| 99.3 | | S-1 | 333-223990 | 10.7 | March 28, 2018 |
| 99.4 | | 10-Q | 001-38465 | 10.5 | June 9, 2022 |
| 99.5 | | S-8 | 333-224577 | 10.9 | May 1, 2018 |
| 107.1* | | | | | |
* 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 San Francisco, State of California, on March 21, 2024.
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| DOCUSIGN, INC. |
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| By: | | /s/ Allan Thygesen |
| | Allan Thygesen |
| | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Allan Thygesen, Blake Grayson, and James Shaughnessy, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and 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 the same, 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 connection therewith, as fully to all intents and purposes as 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, or their or his or her substitutes or substitute, 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.
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| Signature | Title | Date |
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| /s/ Allan Thygesen | Chief Executive Officer and Director | March 21, 2024 |
| Allan Thygesen | (Principal Executive Officer) |
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| /s/ Blake Grayson | Chief Financial Officer | March 21, 2024 |
| Blake Grayson | (Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Mary Agnes Wilderotter | Director | March 21, 2024 |
| Mary Agnes Wilderotter |
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| /s/ James Beer | Director | March 21, 2024 |
| James Beer |
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| /s/ Teresa Briggs | Director | March 21, 2024 |
| Teresa Briggs |
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| /s/ Cain A. Hayes | Director | March 21, 2024 |
| Cain A. Hayes |
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| /s/ Blake J. Irving | Director | March 21, 2024 |
| Blake J. Irving |
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| /s/ Anna Marrs | Director | March 21, 2024 |
| Anna Marrs |
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| /s/ Enrique T. Salem | Director | March 21, 2024 |
| Enrique T. Salem |
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| /s/ Peter Solvik | Director | March 21, 2024 |
| Peter Solvik |
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| /s/ Daniel D. Springer | Director | March 21, 2024 |
| Daniel D. Springer |
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