As filed with the Securities and Exchange Commission on February 21, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DigitalOcean Holdings, Inc.
(Exact name of Registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | | 45-5207470 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| |
101 6th Avenue
New York, New York 10013
(646) 827-4366 |
| (Address of principal executive offices) (Zip code) |
| | | |
DigitalOcean Holdings, Inc. 2021 Equity Incentive Plan
DigitalOcean Holdings, Inc. 2021 Employee Stock Purchase Plan |
| (Full titles of the plans) |
| | | |
W. Matthew Steinfort
Chief Financial Officer
DigitalOcean Holdings, Inc.
101 6th Avenue
New York, New York 10013
(646) 827-4366 |
| (Name and address of agent for service) (Telephone number, including area code, of agent for service) |
| | | |
| Copies to: | |
Bradley P. Goldberg
Cooley LLP
55 Hudson Yards
New York, New York 10001
(212) 479-6000 |
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.
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| 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
Pursuant to General Instruction E of Form S-8, DigitalOcean Holdings, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 4,512,172 additional shares of its common stock under the Registrant's 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2024, and (ii) 902,434 additional shares of its common stock under the Registrant's 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2024. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
These shares of common stock are additional securities of the same class as other securities for which the Registration Statements on Form S-8 were previously filed with the Commission (File Nos. 333-255413, 333-255440 and 333-269958) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such Prior Registration Statements are modified or supplemented, as the case may be, as set forth in this Registration Statement.
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 for the fiscal year ended December 31, 2023, filed with the Commission on February 21, 2024.
(b) The description of the Registrant’s common stock contained in Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 25, 2022, including any amendment or report filed for the purpose of updating such description.
(c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2023 (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules).
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such 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 other subsequently filed document which also is or 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
| | | | | | | | | | | | | | | | | |
| | Incorporated by Reference |
| Exhibit No. | Description | Form | File No. | Exhibit | Filing Date |
| 3.1 | | 8-K | 001-40252 | 3.1 | March 31, 2021 |
| 3.2 | | 10-Q | 001-40252 | 3.1 | November 2, 2023 |
| 4.3 | | S-1 | 333-253483 | 4.1 | February 25, 2021 |
| 4.4 | | S-1/A | 333-253483 | 10.3 | March 15, 2021 |
| 4.5 | | S-1/A | 333-253483 | 10.3.1 | March 15, 2021 |
| 4.6 | | S-1/A | 333-253483 | 10.3.2 | March 15, 2021 |
| 4.7 | | S-1/A | 333-253483 | 10.4 | March 15, 2021 |
| 5.1* | | | | | |
| 23.1* | | | | | |
| 23.2* | | | | | |
| 23.3* | | | | | |
| 24.1* | | | | | |
| 107* | | | | | |
| * 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 February 21, 2024.
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| | DIGITALOCEAN HOLDINGS, INC. |
| | By: | /s/ Padmanabhan Srinivasan |
| | Name: | Padmanabhan Srinivasan |
| | Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Padmanabhan Srinivasan and W. Matthew Steinfort, and each one 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 their 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 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | | Title | Date |
| | | |
| /s/ Padmanabhan Srinivasan | | Chief Executive Officer and Director | February 21, 2024 |
| Padmanabhan Srinivasan | | (Principal Executive Officer) |
| | | |
| /s/ W. Matthew Steinfort | | Chief Financial Officer | February 21, 2024 |
| W. Matthew Steinfort | | (Principal Financial Officer) |
| | | |
| /s/ Cherie Barrett | | Chief Accounting Officer | February 21, 2024 |
| Cherie Barrett | | (Principal Accounting Officer) |
| | | |
| /s/ Warren Adelman | | Executive Chairman and Director | February 21, 2024 |
| Warren Adelman | |
| | | |
| /s/ Pratima Arora | | Director | February 21, 2024 |
| Pratima Arora | |
| | | |
| /s/ Amy Butte | | Director | February 21, 2024 |
| Amy Butte | |
| | | |
| /s/ Warren Jenson | | Director | February 21, 2024 |
| Warren Jenson | |
| | | |
| /s/ Pueo Keffer | | Director | February 21, 2024 |
| Pueo Keffer | |
| | | |
| /s/ Christopher Merritt | | Director | February 21, 2024 |
| Christopher Merritt | |
| | | |
| /s/ Hilary Schneider | | Director | February 21, 2024 |
| Hilary Schneider | |
