As filed with the Securities and Exchange Commission on February 24, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CS Disco Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 46-4254444 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
111 Congress Ave.
Suite 900
Austin, Texas 78701
(833) 653-4726
(Address of principal executive offices) (Zip code)
CS Disco, Inc. 2021 Equity Incentive Plan
CS Disco, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Kiwi Camara
Chief Executive Officer
CS Disco, Inc.
111 Congress Ave.
Suite 900
Austin, Texas 78701
(833) 653-4726
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jodie Bourdet Trey Reilly Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000 | Michael Lafair Executive Vice President, Chief Financial Officer CS Disco, Inc. 111 Congress Ave. Suite 900 Austin, Texas 78701 (833) 653-4726 |
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 | ☐ | 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 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, CS Disco, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,959,497 additional shares of its common stock under the 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, 2023, and (ii) 591,899 additional shares of its common stock under the 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, 2023. 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.
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 contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-258076 and 333-263046), filed with the Commission on July 21, 2022 and February 25, 2022, respectively.
(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 24, 2023.
(c) The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed on July 16, 2021 (File No. 001-40624) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(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 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 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 |
Incorporated by Reference | ||||||||||
| Exhibit Number | Description | Schedule | File Number | Exhibit | Filing Date | |||||
| 4.1 | Amended and Restated Certificate of Incorporation of CS Disco, Inc. | 8-K | 001-40624 | 3.1 | July 23, 2021 | |||||
| 4.2 | Amended and Restated Bylaws of CS Disco, Inc. | 10-K | 001-40624 | 3.2 | February 24, 2023 | |||||
| 4.3 | Form of Common Stock Certificate of the Registrant. | S-1/A | 333-257435 | 4.1 | July 12, 2021 | |||||
| 5.1* | Opinion of Cooley LLP. | |||||||||
| 23.1* | Consent of Ernst & Young 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 of this Form S-8). | |||||||||
| 99.1 | 2021 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-257435 | 10.3 | July 12, 2021 | |||||
| 99.2 | 2021 Employee Stock Purchase Plan. | S-1/A | 333-257435 | 10.4 | July 12, 2021 | |||||
| 99.3 | Forms of Performance-Vesting Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan. | 10-Q | 001-40624 | 10.2 | May 13, 2022 | |||||
| 107* | Filing fee table. | |||||||||
| * | 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 Austin, State of Texas, on this 24th day of February, 2023.
| CS DISCO, INC. | ||
| By: | /s/ Kiwi Camara | |
| Name: | Kiwi Camara | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kiwi Camara and Michael Lafair, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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, her or their 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 dates indicated.
Signature | Title | Date | ||
/s/ Kiwi Camara Kiwi Camara | Chief Executive Officer and Director (Principal Executive Officer) | February 24, 2023 | ||
/s/ Michael Lafair Michael Lafair | Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) | February 24, 2023 | ||
/s/ Krishna Srinivasan Krishna Srinivasan | Chair of the Board of Directors and Director | February 24, 2023 | ||
/s/ Tyson Baber Tyson Baber | Director | February 24, 2023 | ||
/s/ Susan L. Blount Susan L. Blount | Director | February 24, 2023 | ||
/s/ Colette Pierce Burnette Colette Pierce Burnette | Director | February 24, 2023 | ||
/s/ Aaron Clark Aaron Clark | Director | February 24, 2023 | ||
/s/ Robert P. Goodman Robert P. Goodman | Director | February 24, 2023 | ||
/s/ Scott Hill Scott Hill | Director | February 24, 2023 | ||
/s/ James Offerdahl James Offerdahl | Director | February 24, 2023 | ||
