As filed with the Securities and Exchange Commission on June 23, 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
HEALTHEQUITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2383166 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
| 15 W. Scenic Pointe Dr., Suite 100 Draper, Utah | 84020 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| HealthEquity, Inc. 2014 Equity Incentive Plan (Full title of the plan) | ||
Jon Kessler
President and Chief Executive Officer
15 W. Scenic Pointe Dr., Ste. 100
Draper, Utah 84020
(Name and address of agent for service)
(801) 727-1000
(Telephone number, including area code, of agent for service)
Copies to:
Matthew Haddad, Esq.
Michael A. Katz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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 x | 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an additional 2,543,255 shares of the Registrant’s common stock, par value $0.0001 per share, issuable under the HealthEquity, Inc. 2014 Equity Incentive Plan, as amended and restated (the “HealthEquity Plan”). Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of its registration statements relating to such plan, including all exhibits filed therewith or incorporated therein by reference, filed on Form S-8 on August 1, 2014, May 22, 2015, April 22, 2016, June 23, 2017, June 22, 2018, June 27, 2019, August 30, 2019, June 25, 2020, June 28, 2021, and June 24, 2022 (File Nos. 333-197778, 333-204421, 333-210867, 333-218937, 333-225827, 333-232399, 333-233573, 333-239436, 333-257467, and 333-265822), except as expressly modified herein.
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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 by the Registrant with the Commission (excluding any portions of such document that have been furnished to, and deemed not to filed with, the Commission):
In addition, all documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters 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 filing of such documents with the Commission; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are “furnished” and not “filed” in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless the Registrant expressly provides to the contrary that such document or information is incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
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ITEM 8. EXHIBITS.
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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 Draper, State of Utah, on June 23, 2023.
| HEALTHEQUITY, INC. | ||
| By: | /s/ Jon Kessler | |
| Name: | Jon Kessler | |
| Title: | President and Chief Executive Officer | |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jon Kessler and Tyson Murdock, and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in 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 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.
| Date: June 23, 2023 | By: | /s/ Robert Selander |
| Name: | Robert Selander | |
| Title: | Chairman of the Board, Director | |
| Date: June 23, 2023 | By: | /s/ Jon Kessler |
| Name: | Jon Kessler | |
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |
| Date: June 23, 2023 | By: | /s/ Tyson Murdock |
| Name: | Tyson Murdock | |
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Date: June 23, 2023 | By: | /s/ Paul Black |
| Name: | Paul Black | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Frank Corvino |
| Name: | Frank Corvino | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Adrian Dillon |
| Name: | Adrian Dillon | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Evelyn Dilsaver |
| Name: | Evelyn Dilsaver | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Debra McCowan |
| Name: | Debra McCowan | |
| Title: | Director |
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| Date: June 23, 2023 | By: | /s/ Rajesh Natarajan |
| Name: | Rajesh Natarajan | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Stephen Neeleman, M.D. |
| Name: | Stephen Neeleman, M.D. | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Stuart Parker |
| Name: | Stuart Parker | |
| Title: | Director | |
| Date: June 23, 2023 | By: | /s/ Gayle Wellborn |
| Name: | Gayle Wellborn | |
| Title: | Director |
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