New Relic (NEWR) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on May 17, 2022

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________________________

New Relic, Inc.

(Exact name of registrant as specified in its charter)

_____________________________________________

Delaware	26-2017431
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

188 Spear Street, Suite 1000

San Francisco, CA 94105

(Address of principal executive offices) (Zip code)

_____________________________________________

New Relic, Inc. 2014 Equity Incentive Plan

New Relic, Inc. 2014 Employee Stock Purchase Plan

(Full titles of the plans)

William Staples

Chief Executive Officer

New Relic, Inc.

188 Spear Street, Suite 1000

San Francisco, California 94105

(650) 777-7600

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

_____________________________________________

Copies to:

David Peinsipp Siana Lowrey Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, California 94111 (415) 693-2000 Thomas J. Lloyd
New Relic, Inc.
188 Spear Street, Suite 1000
San Francisco, California 94105
(650) 777-7600

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	☐	Small 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 is being filed by New Relic, Inc. (the “Registrant”) for the purpose of registering additional securities of Registrant’s Common Stock that have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan, which provide that the total number of shares subject to such plans will be increased on the first day of each fiscal year pursuant to a specified formula. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2014 (File No. 333-201024) and subsequent Registration Statements on Form S-8 were filed with the Commission on each of May 28, 2015 (File No. 333-204512), May 26, 2016 (File No. 333-211648), May 18, 2017 (File No. 333-218094), May 11, 2018 (File No. 333-224883), May 15, 2019 (File No. 333-231475), May 15, 2020 (File No. 333-238278) and May 14, 2021 (File No. 333-256139). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statements.

PART II

ITEM 3.    INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the fiscal year ended March 31, 2022 filed with the Commission on May 17, 2022 (File No. 001-36766).

(b) The Registrant’s Current Report on Form 8-K filed with the Commission on May 12, 2022 (File No. 001-36766) (except for the information under Item 2.02 and the related exhibit).

(c) The description of Registrant’s Common Stock which is contained in a Registration Statement on Form 8-A filed on December 3, 2014 (File No. 001-36766) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.4 of the Form 10-K.

(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) 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 herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 that 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

Exhibit Number	Description
4.1	Amended and Restated Certificate of Incorporation of the Registrant (filed with the Commission on August 19, 2021 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36766) and incorporated herein by reference).
4.2	Amended and Restated Bylaws of the Registrant (filed with the Commission on August 19, 2021 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36766) and incorporated herein by reference).
5.1	Opinion of Cooley LLP.
23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Cooley LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on the signature page).
99.1	New Relic, Inc. 2014 Equity Incentive Plan and related form agreements (filed with the Commission on November 6, 2019 as Exhibit 10.1 to the Registrant’s Registration Statement on Form 10-Q (File No. 001-36766) and incorporated herein by reference).
99.2	New Relic, Inc. 2014 Employee Stock Purchase Plan (filed with the Commission on December 17, 2014 as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and incorporated herein by reference).
107	Filing Fee Table

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 the City of San Francisco, State of California, on May 17, 2022.

	New Relic, Inc.
By:	/s/ William Staples
	William Staples
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Staples and Mark Sachleben, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 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.

Name	Title	Date
/s/ William Staples	Chief Executive Officer and Director	May 17, 2022
William Staples	(Principal Executive Officer)
/s/ Mark Sachleben	Chief Financial Officer	May 17, 2022
Mark Sachleben	(Principal Financial and Accounting Officer)
/s/ Lewis Cirne	Executive Chairman of the Board	May 17, 2022
Lewis Cirne
/s/ Hope Cochran	Vice Chair of the Board and Lead Independent Director	May 17, 2022
Hope Cochran
/s/ Caroline Watteeuw Carlisle	Director	May 17, 2022
Caroline Watteeuw Carlisle
/s/ Anne DelSanto	Director	May 17, 2022
Anne DelSanto
/s/ David Henshall	Director	May 17, 2022
David Henshall
/s/ Radhakrishnan Mahendran	Director	May 17, 2022
Radhakrishnan Mahendran
/s/ Adam Messinger	Director	May 17, 2022
Adam Messinger
/s/ Takeshi Numoto	Director	May 17, 2022
Takeshi Numoto
/s/ Dan Scholnick	Director	May 17, 2022
Dan Scholnick
/s/ James Tolonen	Director	May 17, 2022
James Tolonen