As filed with the Securities and Exchange Commission on March 14, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARIN SOFTWARE INCORPORATED
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 20-4647180 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
Marin Software Incorporated
123 Mission Street, 27th Floor
San Francisco, California 94105
(415)399-2580
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plans)
Christopher A. Lien
Chief Executive Officer and Director
Marin Software Incorporated
123 Mission Street, 27th Floor
San Francisco, California 94105
(415)399-2580
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
| | |
Michael A. Brown, Esq. Katherine K. Duncan, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 | | Jonathan M. DeGooyer, Esq. Marin Software Incorporated 123 Mission Street, 27th Floor San Francisco, California 94105 (415)399-2580 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting 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 Price
Per Share | | Proposed Maximum
Aggregate Offering
Price | | Amount of
Registration Fee |
Common Stock, $0.001 par value per share | | | | | | | | |
—Reserved for future issuance under the 2013 Equity Incentive Plan | | 296,893 (2) | | $3.85 (3) | | $1,143,038.05 | | $138.54 |
—Reserved for future issuance under the 2013 Employee Stock Purchase Plan | | 59,378 (4) | | $3.27 (5) | | $194,166.06 | | $23.53 |
TOTAL | | 356,271 | | N/A | | $1,337,204.11 | | $162.07 |
|
|
| (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 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 common stock. |
| (2) | Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2013 Equity Incentive Plan resulting from the automatic annual 5% increase in the number of authorized shares reserved and available for issuance under the 2013 Equity Incentive Plan on January 1 of each of the first 10 years following the Registrant’s initial public offering. |
| (3) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Market on March 12, 2019. |
| (4) | Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2013 Employee Stock Purchase Plan (the “ESPP”) resulting from the automatic annual 1% increase in the number of authorized shares reserved and available for issuance under the ESPP on January 1 of each of the first 10 years following the Registrant’s initial public offering. |
| (5) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculation the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on The Nasdaq Global Market on March 12, 2019. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date (i.e., the first business day of the offering period of up to 27 months) or the purchase date (i.e., the last business day of asix-month purchase period), whichever is less. |
