As filed with the Securities and Exchange Commission on December 4, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EDGIO, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 20-1677033 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
11811 North Tatum Blvd.,
Suite 3031,
Phoenix, AZ 85028
(602) 850-5000
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Edgio, Inc. Amended and Restated 2021 Inducement Plan
(Full title of the plan)
Robert Lyons
Chief Executive Officer and Director
Edgio, Inc.
11811 North Tatum Blvd.,
Suite 3031,
Phoenix, AZ 85028
(602) 850-5000
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Rod Miller
Milbank LLP
55 Hudson Yards
New York, NY 10001
(212) 530-5000
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 Securities Act. ☐
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION
This Registration Statement registers 4,500,000 additional shares of Common Stock of Edgio, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s Amended and Restated 2021 Inducement Plan. Accordingly, the contents of the previous Registration Statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on November 5, 2021 (File No. 333-260817) is incorporated by reference in this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed by the Registrant with the Commission, are hereby incorporated by reference in this Registration Statement (other than portions of these documents that are furnished under applicable Commission rules rather than filed and exhibits furnished in connection with such items):
| (a) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), as filed with the Commission on June 29, 2023; |
| (b) | All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report; and |
| (c) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-33508), as filed with the Commission on May 30, 2007 pursuant to Section 12(b) of the Exchange Act and as declared effective on June 7, 2007, including any amendment or report filed for the purpose of updating such description. |
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 indicates 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 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 in 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 subsequently filed document which 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. |
| * | Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1, as amended (Registration No. 333-141516), as declared effective on June 7, 2007. |
| ** | Incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K (File No. 001-33508), as filed on June 14, 2011. |
| *** | Incorporated by reference to Exhibit 3.3 filed with the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33508), as filed on August 9, 2022. |
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 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 Phoenix, State of Arizona, on this 1st day of December, 2023.
| EDGIO, INC. | ||
| By: | /s/ Robert Lyons | |
| Robert Lyons | ||
| Chief Executive Officer and Director | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Lyons and Richard Diegnan, jointly and severally, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any amendments to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may 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 date indicated.
Signature | Title | Date | ||
/s/ Robert Lyons Robert Lyons | Chief Executive Officer and Director (Principal Executive Officer) | December 1, 2023 | ||
/s/ Stephen Cumming Stephen Cumming | Chief Financial Officer (Principal Financial Officer) | December 1, 2023 | ||
s/ Eric Chang Eric Chang | Chief Accounting Officer (Principal Accounting Officer) | December 1, 2023 | ||
/s/ David C. Peterschmidt David C. Peterschmidt | Non-Executive Chairman of the Board and Director | December 1, 2023 | ||
/s/ Walter Amaral Walter Amaral | Director | December 1, 2023 | ||
/s/ Doug Bewsher Doug Bewsher | Director | December 1, 2023 | ||
/s/ Scott Genereux Scott Genereux | Director | December 1, 2023 | ||
/s/ Patricia Parra Hadden Patricia Parra Hadden | Director | December 1, 2023 | ||
/s/ Dianne Ledingham Dianne Ledingham | Director | December 1, 2023 | ||
/s/ Reed Rayman Reed Rayman | Director | December 1, 2023 | ||
/s/ E-Fei Wang E-Fei Wang | Director | December 1, 2023 | ||
