As filed with the Securities and Exchange Commission on December [ ], 2020
Registration No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
fuboTV Inc.
(Exact name of registrant as specified in its charter)
Florida | | 26-4330545 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer
Identification Number) |
fuboTV Inc.1330 Avenue of the Americas
New York, NY 10019
(212) 672-0055
(Address of principal executive offices, including zip code)
fuboTV Inc. 2020 Equity Incentive Plan, as amended
(Full title of the plan)
David Gandler
Chief Executive Officer
fuboTV Inc.
1330 Avenue of the Americas
New York, NY 10019
(212) 672-0055
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: |
Robert G. Day, Esq. Megan J. Baier, Esq. Mark G.C. Bass, Esq. Wilson Sonsini Goodrich & Rosati, Professional Corporation 1301 Avenue of the Americas New York, NY 10019 (212) 999-5800 | Simone Nardi Chief Financial Officer Gina Sheldon, Esq.
General Counsel fuboTV Inc. 1330 Avenue of the Americas New York, NY 10019 (212) 672-0055 |
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 | [X] | Smaller reporting company | [X] |
| | | 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. [ ]
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | | Amount to be Registered (1) | | | Proposed Maximum Offering Price Per Share | | | Proposed Maximum Aggregate Offering Price | | | Amount of Registration Fee | |
| | | | | | | | | | | | | | | | | |
| Common Stock, $0.0001 par value per share: | | | 19,000,000 | | | $ | 26.84 | (2) | | $ | 509,960,000.00 | | | $ | 55,637.00 | |
| | (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the fuboTV Inc.’s (the “Registrant”) common stock that become issuable under the fuboTV Inc. 2020 Equity Incentive Plan, as amended (the “2020 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
| | (2) | Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee, based upon $26.84, the average of the high and low prices of the Registrant’s common stock on December 15, 2020, as reported on the New York Stock Exchange. |
PART I
REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers additional shares of common stock of the Registrant to be issued pursuant to the fuboTV Inc. 2020 Equity Incentive Plan, as amended (the “2020 Plan”), formerly known as the FaceBank Group, Inc. 2020 Equity Incentive Plan. Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-239846) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on July 14, 2020, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
fuboTV Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
1. The Registrant’s prospectus contained in its Registration Statement on Form S-1A, filed with the Commission on December 10, 2020 (File No.333-249783);
2. All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the Registrant’s fiscal year ended December 31, 2019 (other than the portions of these documents not deemed to be filed); and
4. The description of the Registrant’s securities contained in the Registration Statement on Form 8-A, filed with the Commission on October 2, 2020 (File No. 001-39590).
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act 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 in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. 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 which 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.
* 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 the City of New York, State of New York, on December 16, 2020.
| | FUBOTV INC. |
| | |
| | By: | /s/ David Gandler |
| | | David Gandler |
| | | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Gandler and Simone Nardi, and each one of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in their name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any and all amendments thereto (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, 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 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | | Title | | Date |
| | | | | |
| /s/ David Gandler | | Chief Executive Officer and Director | | December 16, 2020 |
| David Gandler | | (principal executive officer) | | |
| | | | | |
| /s/ Simone Nardi | | Chief Financial Officer | | December 16, 2020 |
| Simone Nardi | | (principal financial and accounting officer) | | |
| | | | | |
| /s/ Edgar Bronfman, Jr. | | Executive Chairman and Director | | December 16, 2020 |
| Edgar Bronfman, Jr. | | | | |
| | | | | |
| /s/ Henry Ahn | | Director | | December 16, 2020 |
| Henry Ahn | | | | |
| | | | | |
| /s/ Daniel Leff | | Director | | December 16, 2020 |
| Daniel Leff | | | | |
| | | | | |
| /s/ Pär-Jörgen Pärson | | Director | | December 16, 2020 |
| Pär-Jörgen Pärson | | | | |
| | | | | |
| /s/ Ignacio Figueras | | Director | | December 16, 2020 |
| Ignacio Figueras | | | | |
| | | | | |
| /s/ Laura Onopchenko | | Director | | December 16, 2020 |
| Laura Onopchenko | | | | |
