As filed with the Securities and Exchange Commission on April 10, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EverQuote, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 26-3101161 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
210 Broadway Cambridge, Massachusetts | 02139 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2018 Equity Incentive Plan
(Full title of the plan)
Seth Birnbaum
President and Chief Executive Officer
EverQuote, Inc.
210 Broadway
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(855)522-3444
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 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 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 | Proposed Maximum Offering Price Per Share | Proposed Offering Price | Amount of Registration Fee | ||||
Class A Common Stock, $0.001 par value per share | 1,261,257 shares(2) | $8.01(3) | $10,102,669(3) | $1,225 | ||||
| ||||||||
| ||||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of the Registrant’s Class A Common Stock (“Class A Common Stock”) that may from time to time be offered or issued under the Registrant’s 2018 Equity Incentive Plan to prevent dilution resulting from stock splits, stock dividends or similar transactions that increases the number of outstanding shares of Class A Common Stock. |
| (2) | Represents 1,261,257 additional shares of the Registrant’s Class A Common Stock available for issuance under the Registrant’s 2018 Equity Incentive Plan, effective as of January 1, 2019, as a result of an annual increase. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based upon $8.01, the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the Nasdaq Global Market on April 9, 2019. |
Statement of Incorporation by Reference
This Registration Statement onForm S-8, relating to the 2018 Equity Incentive Plan of EverQuote, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement onForm S-8 has previously been filed and is effective. Pursuant to General Instruction E toForm S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of the Registration Statement onForm S-8, FileNo. 333-225944, filed by the Registrant with the Securities and Exchange Commission on June 28, 2018.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||
Exhibit Number | Exhibit Description | Form | File Number | Filing Date | Exhibit Number | |||||
| 4.1 | Restated Certificate of Incorporation of the Registrant | 8-K | 001-38549 | July 2, 2018 | 3.1 | |||||
| 4.2 | Amended and Restated Bylaws of the Registrant | 8-K | 001-38549 | July 2, 2018 | 3.2 | |||||
| 5.1* | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | |||||||||
| 23.1* | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | |||||||||
| 23.2* | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | |||||||||
| 24.1* | Power of Attorney (included on the signature pages of this registration statement) | |||||||||
| 99.1 | 2018 Equity Incentive Plan | S-1/A | 333-225379 | June 27, 2018 | 10.7 | |||||
| * | Filed herewith |
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 FormS-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 9th day of April, 2019.
EVERQUOTE, INC. | ||
| By: | /s/ Seth Birnbaum | |
Seth Birnbaum | ||
President and Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of EverQuote, Inc., hereby severally constitute and appoint Seth Birnbaum, John Wagner and David Mason, and each of them singly (with full power to each of them to act alone), as our true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign the registration statement onForm S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable EverQuote, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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/ Seth Birnbaum Seth Birnbaum | President, Chief Executive Officer and Director (Principal Executive Officer) | April 9, 2019 | ||
/s/ John Wagner John Wagner | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | April 9, 2019 | ||
David Blundin | Chairman of the Board of Directors | April , 2019 | ||
Sanju Bansal | Director | April , 2019 | ||
/s/ John Lunny John Lunny | Director | April 9, 2019 | ||
/s/ George Neble George Neble | Director | April 8, 2019 | ||
/s/ John Shields John Shields | Director | April 9, 2019 | ||
/s/ Mira Wilczek Mira Wilczek | Director | April 9, 2019 | ||
