As filed with the Securities and Exchange Commission on March 23, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EVERBRIDGE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2919312 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
25 Corporate Drive, Suite 400
Burlington, Massachusetts 01803
(Address of principal executive offices) (Zip code)
2016 Equity Incentive Plan
2016 Employee Stock Purchase Plan
(Full titles of the plans)
Jaime Ellertson
President and Chief Executive Officer
Everbridge, Inc.
25 Corporate Drive, Suite 400
Burlington, Massachusetts 01803
(818) 230-9700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
C. Thomas Hopkins, Esq. Nicole C. Brookshire, Esq. Richard C. Segal, Esq. Cooley LLP 1333 2nd Street, Suite 400 Santa Monica, California 90401 (310) 883-6400 | Elliot J. Mark, Esq. Everbridge, Inc. 25 Corporate Drive, Suite 400 Burlington, Massachusetts 01803 (818) 230-9700 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
2016 Equity Incentive Plan | ||||||||
Common Stock, $0.001 par value per share | 814,520 shares (3) | $20.08 | $16,355,561.60 | $1,895.61 | ||||
2016 Employee Stock Purchase Plan | ||||||||
Common Stock, $0.001 par value per share | 200,000 shares (4) | $20.08 | $4,016,000.00 | $465.46 | ||||
Total | 1,014,520 shares | N/A | $20,371,561.60 | $2,361.07 | ||||
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| (1) | Pursuant to Rule 416(a) of 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, par value $0.001 per share (the “Common Stock”) that become issuable under the Everbridge, Inc. 2016 Equity Incentive Plan (the “2016 EIP”) and the Everbridge, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
| (2) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $20.08, the average of the high and low prices of the Registrant’s Common Stock as reported on The NASDAQ Global Market on March 21, 2017. |
| (3) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 EIP on January 1, 2017 pursuant to an “evergreen” provision contained in the 2016 EIP. |
| (4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 ESPP on January 1, 2017 pursuant to an “evergreen” provision contained in the 2016 ESPP. |
INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENT ON FORM S-8
This Registration Statement is being filed by Everbridge, Inc. (the “Registrant”) for the purpose of registering (i) an additional 814,520 shares of Common Stock issuable pursuant to the Everbridge, Inc. 2016 Equity Incentive Plan (the “2016 EIP”) and (ii) an additional 200,000 shares of Common Stock issuable pursuant to the Everbridge, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP”). These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating to the same employee benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2016 EIP and 2016 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2016 (File No. 333-213679). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 8. | EXHIBITS. |
Exhibit Number | Description | |
| 4.1(1) | Fifth Amended and Restated Certificate of Incorporation of the Registrant. | |
| 4.2(2) | Amended and Restated Bylaws of the Registrant. | |
| 4.3(3) | Form of Common Stock Certificate of the Registrant. | |
| 5.1 | Opinion of Cooley LLP (filed herewith). | |
| 23.1 | Consent of KPMG LLP (filed herewith). | |
| 23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
| 24.1 | Power of Attorney. Reference is made to the signature page hereto. | |
| 99.1(4) | 2016 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder. | |
| 99.2(5) | 2016 Employee Stock Purchase Plan. | |
| (1) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37874), originally filed with the Commission on September 21, 2016, and incorporated herein by reference. |
| (2) | Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37874), originally filed with the Commission on September 21, 2016, and incorporated herein by reference. |
| (3) | Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
| (4) | Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
| (5) | Previously filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm 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 Burlington, Commonwealth of Massachusetts, on March 23, 2017.
| EVERBRIDGE, INC. | ||
| By: | /s/ Kenneth S. Goldman | |
Kenneth S. Goldman Senior Vice President and Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jaime Ellertson, Kenneth S. Goldman and Elliot J. Mark, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, 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 connection therewith, 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 any of them, or their or his substitutes or substitute, may lawfully 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 dates indicated.
Signature | Title | Date | ||
/s/ Jaime Ellertson Jaime Ellertson | President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | March 23, 2017 | ||
/s/ Kenneth S. Goldman Kenneth S. Goldman | Senior Vice President and Chief Financial Officer (Principal Financial Officer and PrincipalAccounting Officer) | March 23, 2017 | ||
/s/ Richard D’Amore Richard D’Amore | Director | March 23, 2017 | ||
/s/ Bruns Grayson Bruns Grayson | Director | March 23, 2017 | ||
/s/ David Henshall David Henshall | Director | March 23, 2017 | ||
/s/ Kent Mathy Kent Mathy | Director | March 23, 2017 | ||
/s/ Cinta Putra Cinta Putra | Director | March 23, 2017 | ||
EXHIBIT INDEX
Exhibit Number | Description | |
| 4.1(1) | Fifth Amended and Restated Certificate of Incorporation of the Registrant. | |
| 4.2(2) | Amended and Restated Bylaws of the Registrant. | |
| 4.3(3) | Form of Common Stock Certificate of the Registrant. | |
| 5.1 | Opinion of Cooley LLP (filed herewith). | |
| 23.1 | Consent of KPMG LLP (filed herewith). | |
| 23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
| 24.1 | Power of Attorney. Reference is made to the signature page hereto. | |
| 99.1(4) | 2016 Equity Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice thereunder. | |
| 99.2(5) | 2016 Employee Stock Purchase Plan. | |
| (1) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-37874), originally filed with the Commission on September 21, 2016, and incorporated herein by reference. |
| (2) | Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-37874), originally filed with the Commission on September 21, 2016, and incorporated herein by reference. |
| (3) | Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
| (4) | Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
| (5) | Previously filed as Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-213217), originally filed with the Commission on September 6, 2016, as amended, and incorporated herein by reference. |
