As filed with the U.S. Securities and Exchange Commission on February 24, 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
Twilio Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2574840 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
101 Spear Street, Fifth Floor
San Francisco, California 94105
(Address of principal executive offices, including zip code)
Amended and Restated 2016 Stock Option and Incentive Plan
Amended and Restated 2016 Employee Stock Purchase Plan
(Full title of the plans)
Jeff Lawson
Chief Executive Officer
Twilio Inc.
101 Spear Street, Fifth Floor
San Francisco, California 94105
(Name and address of agent for service)
(415) 390-2337
(Telephone number, including area code, of agent for service)
Copies to:
Rezwan D. Pavri Colin G. Conklin Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 Telephone: (650) 493-9300 Facsimile: (650) 493-6811 | Dana R. Wagner Chief Legal Officer, Chief Compliance Officer and Corporate Secretary Twilio Inc. 101 Spear Street, Fifth Floor San Francisco, California 94105 Telephone: (415) 390-2337 |
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 SHARES
PURSUANT TO GENERAL INSTRUCTION E
Twilio Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register an additional 9,298,785 shares of the Registrant’s Class A common stock for issuance under the Registrant’s Amended and Restated 2016 Stock Option and Incentive Plan (“2016 Plan”) and an additional 1,800,000 shares of the Registrant’s Class A common stock for issuance under the Registrant’s Amended and Restated 2016 Employee Stock Purchase Plan (“2016 ESPP”), pursuant to the provisions of the 2016 Plan and the 2016 ESPP that provide for an automatic annual increase in the number of shares reserved for issuance under these respective plans. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statements on Form S-8 filed by the Registrant with the Commission on August 5, 2022 (File No. 333-266593), August 2, 2021 (File No. 333-258368), March 2, 2020 (File No. 333-236819), February 8, 2019 (File No. 333-229580), May 10, 2018 (File No. 333-224812) and June 23, 2016 (File No. 333-212191), in each case to the extent not modified or superseded hereby or by any subsequently filed document incorporated by reference herein or therein.
| Item 8. | Exhibits. |
| Incorporated by Reference | ||||||||||||||||
Exhibit | Description | Form | File No. | Exhibit | Filing Date | |||||||||||
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | Filed herewith | ||||||||||||||
| 23.1 | Consent of KPMG LLP, independent registered public accounting firm. | Filed herewith | ||||||||||||||
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto). | Filed herewith | ||||||||||||||
| 24.1 | Power of Attorney (included on the signature page hereto). | Filed herewith | ||||||||||||||
| 99.1 | Twilio Inc. Amended and Restated 2016 Stock Option and Incentive Plan, and forms of Agreements thereunder. | 10-K | 001-37806 | 10.3 | February 26, 2021 | |||||||||||
| 99.2 | Twilio Inc. Amended and Restated 2016 Employee Stock Purchase Plan. | 10-Q | 001-37806 | 10.1 | October 31, 2019 | |||||||||||
| 107.1 | Filing Fee Table. | Filed herewith | ||||||||||||||
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 on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Francisco, California, on February 24, 2023.
| TWILIO INC. | ||
| By: | /s/ Jeff Lawson | |
Jeff Lawson Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeff Lawson, Khozema Z. Shipchandler and Dana R. Wagner, 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 or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Twilio 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 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 | Title | Date | ||
/s/ Jeff Lawson Jeff Lawson | Chief Executive Officer and Chairperson (Principal Executive Officer) | February 24, 2023 | ||
/s/ Khozema Z. Shipchandler Khozema Z. Shipchandler | Chief Operating Officer (Principal Financial and Accounting Officer) | February 24, 2023 | ||
/s/ Richard Dalzell Richard Dalzell | Director | February 24, 2023 | ||
/s/ Byron Deeter Byron Deeter | Director | February 24, 2023 | ||
/s/ Donna Dubinsky Donna Dubinsky | Director | February 24, 2023 | ||
/s/ Jeff Epstein Jeff Epstein | Director | February 24, 2023 | ||
/s/ Jeffrey Immelt Jeffrey Immelt | Director | February 24, 2023 | ||
/s/ Deval Patrick Deval Patrick | Director | February 24, 2023 | ||
/s/ Erika Rottenberg Erika Rottenberg | Director | February 24, 2023 | ||
/s/ Miyuki Suzuki Miyuki Suzuki | Director | February 24, 2023 | ||
