As filed with the Securities and Exchange Commission on February 14, 2022
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
HubSpot, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-2632791 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
HubSpot, Inc.
25 First Street
Cambridge, Massachusetts 02141
(888) 482-7768
(Address of principal executive offices)
2014 STOCK OPTION AND INCENTIVE PLAN
2014 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Brian Halligan
Chief Executive Officer
HubSpot, Inc.
25 First Street
Cambridge, Massachusetts 02141
(Name and address of agent for service)
(888) 482-7768
(Telephone number, including area code, of agent for service)
Copies to:
Mark T. Bettencourt, Esq. Joseph C. Theis, Jr., Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
| John P. Kelleher, Esq. General Counsel HubSpot, Inc. 25 First Street Cambridge, Massachusetts 02141 (888) 482-7768 |
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. (Check one):
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. ☐
This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (SEC File No. 333-199225) of the Registrant is effective. The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-199225) is hereby incorporated by reference pursuant to General Instruction E.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Number |
| Description |
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3.1 |
| Seventh Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 10-K filed on February 24, 2016). |
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3.2 |
| Third Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 10-Q filed on November 5, 2020). |
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4.1 |
| Specimen common stock certificate (incorporated herein by reference to Exhibit 4.1 to the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 (SEC File No. 333-198333) filed on September 26, 2014). |
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5.1* |
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23.1 |
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23.2* |
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24.1 |
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107* |
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* | Filed herewith. |
SIGNATURES
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 Cambridge, Commonwealth of Massachusetts, on February 14, 2022.
HubSpot, Inc. | |
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By: | /s/ Yamini Rangan |
| Yamini Rangan |
| Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Yamini Rangan, Kate Bueker, and John Kelleher, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of HubSpot, Inc., and any or all amendments (including post-effective amendments), 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 full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, 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 their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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| Date |
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/s/ Yamini Rangan |
| Chief Executive Officer and Director |
| February 14, 2022 |
Yamini Rangan |
| (Principal Executive Officer) |
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/s/ Kate Bueker |
| Chief Financial Officer |
| February 14, 2022 |
Kate Bueker |
| (Principal Financial and Accounting Officer) |
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/s/ Brian Halligan |
| Executive Chairperson |
| February 14, 2022 |
Brian Halligan |
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/s/ Dharmesh Shah |
| Chief Technology Officer and Director |
| February 14, 2022 |
Dharmesh Shah |
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/s/ Nick Caldwell |
| Director |
| February 14, 2022 |
Nick Caldwell |
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/s/ Ron Gill |
| Director |
| February 14, 2022 |
Ron Gill |
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/s/ Julie Herendeen |
| Director |
| February 14, 2022 |
Julie Herendeen |
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/s/ Lorrie Norrington |
| Director |
| February 14, 2022 |
Lorrie Norrington |
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/s/ Avanish Sahai |
| Director |
| February 14, 2022 |
Avanish Sahai |
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/s/ Jay Simons |
| Director |
| February 14, 2022 |
Jay Simons |
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/s/ Jill Ward |
| Director |
| February 14, 2022 |
Jill Ward |
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