EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 4,104,652 shares of Class A common stock, par value $ 0.01 per share (the “Class A Common Stock”), of Moelis & Company (the “Company”) reserved for issuance under the Moelis & Company 2014 Omnibus Incentive Plan (the “Plan”). These shares of Class A Common Stock are additional securities of the same class as other securities for which a registration statement (File No. 333-197955) on Form S-8 was filed with the Securities and Exchange Commission (the “SEC”) on August 8, 2014, a registration statement (File No. 333-202355) on Form S-8 was filed with the SEC on February 27, 2015, a registration statement (File No. 333-210179) on S-8 was filed with the SEC on March 13, 2016, a registration statement (File No. 333-216339) on S-8 was filed with the SEC on February 28, 2017, a registration statement (File No. 333-223323) on S-8 was filed with the SEC on February 28, 2018, a registration statement (File No. 333-229928) on S-8 was filed with the SEC on February 27, 2019, a registration statement (File No. 333-236967) on S-8 was filed with the SEC on March 6, 2020, a registration statement (File No.333-253473) on S-8 was filed with the SEC on February 24, 2021, and a registration statement (File No. 333-262973) on S-8 was filed with the SEC on February 24 2022. These additional shares of Class A Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the Plan, which provides that the total number of shares reserved for issuance under the Plan will be increased on the first day of each fiscal year pursuant to a specified formula.
Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statement are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statement are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this registration statement:
(a) The description of the Class A common stock contained in the registration statement on Form 8-A, dated April 11, 2014, filed to register such securities under the Exchange Act, including any amendment or report filed for the purpose of updating such description; and
(b) The Company’s Annual Report on Form 10-K, filed on February 23, 2023;
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which 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 with the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such prior statement. Any statement contained in this registration statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares of Class A Common Stock offered hereby has been passed upon for the Company by Osamu Watanabe, General Counsel and Secretary of the Company. As of February 21, 2023, Mr. Watanabe beneficially owned (i) 131 shares of Class A Common Stock, (ii) 47,580.2191 restricted stock units (representing the right to receive Class A Common Stock upon settlement), and (iii) 28,543 Class A partnership units of Moelis & Company Group LP, a subsidiary of the Company.
Item 8. Exhibits.
The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.
