As filed with the Securities and Exchange Commission on March 18, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORKDAY, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 20-2480422 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
6110 Stoneridge Mall Road
Pleasanton, California 94588
(Address of Principal Executive Offices) (Zip Code)
2012 Equity Incentive Plan
(Full Title of the Plan)
Robynne D. Sisco
Co-President and Chief Financial Officer
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, California 94588
(Name and Address of Agent For Service)
(925)951-9000
(Telephone Number, including area code, of agent for service)
Copies to:
David A. Bell, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650)988-8500
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 growth company. See 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 Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Class A Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2012 Equity Incentive Plan | 11,102,603 (2) | $184.12 (3) | $2,044,211,264.36 (3) | $247,758.41 (3) | ||||
TOTAL | 11,102,603 | N/A | $2,044,211,264.36 | $247,758.41 | ||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A Common Stock. |
| (2) | Represents additional shares reserved for issuance under the 2012 Equity Incentive Plan as of the date of this Registration Statement. |
| (3) | Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the Nasdaq Global Select Market on March 11, 2019. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of FormS-8, Workday, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register 11,102,603 additional shares of Class A Common Stock under the Registrant’s 2012 Equity Incentive Plan (the “Plan”), pursuant to the provisions of the Plan providing for an automatic increase in the number of shares reserved for issuance under the Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on FormS-8 filed with the Securities and Exchange Commission (the “Commission”) on October 12, 2012 (RegistrationNo. 333-184395), April 2, 2013 (RegistrationNo. 333-187665), March 31, 2014 (RegistrationNo. 333-194934), March 25, 2015 (RegistrationNo. 333-203004), March 22, 2016 (RegistrationNo. 333-210330), March 20, 2017 (RegistrationNo. 333-216834), March 14, 2018 (RegistrationNo. 333-223656), and August 17, 2018 (RegistrationNo. 333-226907). In accordance with the instructional note to Part I of FormS-8 as promulgated by the Commission, the information specified by Part I of FormS-8 has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3.Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
| (a) | the Registrant’s Annual Report on Form10-K for the fiscal year ended January 31, 2019 filed with the Commission on March 18, 2019 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
| (b) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and |
| (c) | the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form8-A (RegistrationNo. 001-35680) filed with the Commission on September 19, 2017, including any amendments or reports filed for the purpose of updating such description. |
All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or whichde-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form8-K prior or subsequent to the date hereof shall not be 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8.Exhibits.
| Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | |||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||
| 4.1 | Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-35680 | 3.1 | December 7, 2012 | |||||||
| 4.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-35680 | 3.1 | June 5, 2015 | |||||||
| 4.3 | Form of Registrant’s Class A common stock certificate. | S-1/A | 333-183640 | 4.1 | October 1, 2012 | |||||||
| 4.4 | 2012 Equity Incentive Plan. | S-8 | 333-187665 | 4.4 | April 2, 2013 | |||||||
| 4.5 | 2012 Equity Incentive Plan Forms of Award Agreements, as amended. | 10-K | 001-35680 | 10.4 | March 18, 2019 | |||||||
| 5.1 | Opinion and Consent of Fenwick & West LLP. | X | ||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
| 23.2 | Consent of Fenwick & West LLP (contained in Exhibit 5.1). | X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). | X | ||||||||||
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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this 15th day of March, 2019.
Workday, Inc. | ||
| By: | /s/ Robynne D. Sisco | |
Robynne D. Sisco | ||
Co-President and Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Workday, Inc., a Delaware corporation, do hereby constitute and appoint Robynne D. Sisco,Co-President and Chief Financial Officer and Juliana Capata, Deputy General Counsel, and each of them, the lawfulattorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, bothpre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Aneel Bhusri Aneel Bhusri | Chief Executive Officer and Director | March 15, 2019 | ||
| (Principal Executive Officer) | ||||
/s/ Robynne D. Sisco | Co-President and Chief Financial Officer | March 15, 2019 | ||
| Robynne D. Sisco | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ A. George Battle A. George Battle | Director | March 15, 2019 | ||
/s/ Christa Davies Christa Davies | Director | March 15, 2019 | ||
/s/ David A. Duffield David A. Duffield | Director | March 15, 2019 | ||
/s/ Carl M. Eschenbach Carl M. Eschenbach | Director | March 15, 2019 | ||
/s/ Michael M. McNamara Michael M. McNamara | Director | March 15, 2019 | ||
Signature | Title | Date | ||
/s/ Michael A. Stankey Michael A. Stankey | Director | March 15, 2019 | ||
/s/ George J. Still, Jr. George J. Still, Jr. | Director | March 15, 2019 | ||
/s/ Lee Styslinger III Lee Styslinger III | Director | March 15, 2019 | ||
/s/ Jerry Yang Jerry Yang | Director | March 15, 2019 | ||
