As filed with the Securities and Exchange Commission on April 13, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OOMA, INC.
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 06-1713274 |
| (State or other jurisdiction of | | (IRS Employer |
| incorporation or organization) | | Identification No.) |
525 Almanor Avenue, Suite 200
Sunnyvale, CA 94085
(Address of Principal Executive Offices) (Zip Code)
2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plan)
Eric B. Stang
2015 Employee Stock Purchase Plan
Chief Executive Officer
525 Almanor Avenue, Suite 200
Sunnyvale, CA 94085
(650)566-6600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
| | |
| Copies to: |
| Jenny C. Yeh, Esq. | | William E. Hughes, Esq. |
| Vice President & General Counsel | | Niki Fang, Esq. |
| 525 Almanor Avenue, Suite 200 | | Orrick, Herrington & Sutcliffe LLP |
| Sunnyvale, CA 94085 | | 405 Howard Street |
| (650)566-6600 | | San Francisco, CA 94105 |
| | (415)773-5700 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-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. ☒
| | | | | | | | |
CALCULATION OF REGISTRATION FEE |
|
| 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 |
Common Stock, $0.0001 Par Value | | 434,000(2) | | $10.49(4) | | $4,552,660.00 | | $590.94 |
Common Stock, $0.0001 Par Value | | 1,085,000(3) | | $12.35(5) | | $13,399,750.00 | | $1,739.29 |
|
|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on FormS-8 (“Registration Statement”) shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2015 Employee Stock Purchase Plan (the “ESPP”) or the 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transactions effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents 434,000 additional shares of common stock reserved for future issuance pursuant to an annual “evergreen” increase provision contained in the ESPP. |
| (3) | Represents 1,085,000 additional shares of common stock reserved for future issuance pursuant to an annual “evergreen” increase provision contained in the 2015 Plan. |
| (4) | Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $12.35, the average of the high and low sales price of a share of the registrant’s common stock as reported on The New York Stock Exchange on April 9, 2020. Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period. |
| (5) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on the New York Stock Exchange on April 9, 2020. |
