As filed with the Securities and Exchange Commission on May 18, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Tintri, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 26-2906978 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
303 Ravendale Drive
Mountain View, CA 94043
(Address of principal executive offices, including zip code)
Tintri, Inc. Inducement Plan
(Full title of the plan)
Tom Barton
Chief Executive Officer and Director
Tintri, Inc.
303 Ravendale Drive
Mountain View, CA 94043
(650) 810-8200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Tony Jeffries Michael Coke Ben Hance Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, California 94304 Telephone: (650) 493-9300 | Tom Barton Chief Executive Officer Tintri, Inc. 303 Ravendale Drive Mountain View, CA 94043 Telephone: (650) 810-8200 |
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 (Check one).
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | 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 13(a) of the Exchange Act ☒
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 | Amount of Registration Fee | ||||
Common Stock, $0.00005 par value per share, reserved for issuance under the Tintri, Inc. Inducement Plan | 430,000 | $1.07 | $460,100.00 | $57.29 | ||||
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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 that become issuable under the Tintri, Inc. Inducement Plan (the “Inducement 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 Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $1.07 per share, which is the average of the high and low prices of common stock, as reported on NASDAQ on May 14, 2018. |
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Tintri, Inc. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 430,000 additional shares of the Registrant’s common stock for issuance under the Tintri, Inc. Inducement Plan (the “Inducement Plan”). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on March 23, 2018 (Registration No. 333-223885). In accordance with the instructional note to Part I of Form S-8, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
Tintri, 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 Annual Report on Form 10-K for the fiscal year ended January 31, 2018, filed with the Commission on May 18, 2018, which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; |
| (2) | All other reports 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 fiscal year covered by the Registrant’s Annual Report referred to in (1) above (other than the portions of these documents not deemed to be filed); and |
| (3) | The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38117) filed with the Commission on June 16, 2017, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
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. |
Exhibit Number | Exhibit Description | Incorporated by Reference | ||||||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||||||
| 4.1 | Form of common stock certificate of the Registrant. | S-1/A | 333-218429 | 4.4 | June 16, 2017 | |||||||||||||
| 4.2 | Tintri, Inc. Inducement Plan. | 10-K | 001-38117 | 10.21 | May 18, 2018 | |||||||||||||
| 4.3 | Tintri, Inc. Inducement Plan - Form of Stock Option Agreement. | S-8 | 333-223885 | 4.3 | March 23, 2018 | |||||||||||||
| 4.4 | Tintri, Inc. Inducement Plan - Form of Restricted Stock Unit Agreement. | S-8 | 333-223885 | 4.4 | March 23, 2018 | |||||||||||||
| 5.1* | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |||||||||||||||||
| 23.1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm. | |||||||||||||||||
| 23.2* | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto). | |||||||||||||||||
| 24.1* | Power of Attorney (included on the signature page hereto). | |||||||||||||||||
| * | Filed herewith. |
SIGNATURES
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 Mountain View, State of California, on May 18, 2018.
| TINTRI, INC. | ||
By: | /s/ Tom Barton | |
| Tom Barton | ||
| Chief Executive Officer and Director | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tom Barton and Michael Coleman, and each of them, as his true and lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his 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/ Tom Barton Tom Barton | Chief Executive Officer and Director (Principal Executive, Financial and Accounting Officer) | May 18, 2018 | ||
/s/ Adam Grosser Adam Grosser | Director | May 18, 2018 | ||
/s/ Kieran Harty Kieran Harty | Director | May 18, 2018 | ||
/s/ Christopher Schaepe Christopher Schaepe | Director | May 18, 2018 | ||
/s/ Peter Sonsini Peter Sonsini | Director | May 18, 2018 | ||
