Corsair Gaming (CRSR) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on May 6, 2022          

Registration No. 333‑

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Corsair Gaming, Inc.

(Exact name of registrant as specified in its charter)

Delaware	3577	82-2335306
(State or other jurisdiction ofincorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. EmployerIdentification Number)

47100 Bayside Pkwy

Fremont, California 94538

(510) 657-8747

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full Title of the Plan)

Andrew J. Paul

Chief Executive Officer

Corsair Gaming, Inc.

47100 Bayside Pkwy

Fremont, California 94538

(510) 657-8747

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jack Sheridan, Esq. Page Mailliard, Esq. Tad J. Freese, Esq. Phillip S. Stoup, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600 Michael Potter
Chief Financial Officer
47100 Bayside Pkwy Fremont, California 94538 (510) 657-8747

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 provided pursuant to Section 13(a) of the Exchange Act. ☐

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plans are exercised and/or vest.

EXPLANATORY NOTE

This Registration Statement on Form S 8 is being filed for the purpose of registering an additional 4,725,515 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S 8 (File Nos. 333-249065 and 333-254142) are effective: (i) the 2020 Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 3,780,412 shares of common stock, and (ii) the 2020 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 945,103 shares of common stock.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S 8

Pursuant to Instruction E of Form S 8, the contents of the Registration Statements on Form S 8 filed with the Securities and Exchange Commission (File Nos. 333-249065 and 333-254142) are incorporated by reference herein.

EXHIBIT INDEX

		Incorporated by Reference
Exhibit Number	Description	Form	Exhibit	Date Filed	Filed Herewith
4.1	Second Amended and Restated Certificate of Incorporation.	8‑K	3.1	09/25/2020
4.2	Amended and Restated Bylaws.	8‑K	3.2	09/25/2020
4.3	Form of Common Stock Certificate of the Registrant.	S‑1/A	4.2	09/18/2020
5.1	Opinion of Latham & Watkins LLP.				X
23.1	Consent of Latham & Watkins LLP (included in Exhibit 5.1).				X
23.2	Consent of Independent Registered Public Accounting Firm.				X
24.1	Power of Attorney (included in the signature page to this registration statement).				X
99.1(a)#	2020 Incentive Award Plan.	S‑1/A	10.3	09/14/2020
99.1(b)#	Form of Stock Option Grant Notice and Stock Option Agreement under the 2020 Incentive Award Plan.	S‑1/A	10.3(a)	09/14/2020
99.1(c)#	Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2020 Incentive Award Plan.	S‑1/A	10.3(b)	09/14/2020
99.1(d)#	Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2020 Incentive Award Plan.	S‑1/A	10.3(c)	09/14/2020
99.2#	2020 Employee Stock Purchase Plan.	S‑1/A	10.4	09/14/2020
107.1	Filing Fee Table.				X

# Indicates management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Fremont, California, on May 6, 2022.

CORSAIR GAMING, INC.
By:	/s/ Andrew J. Paul
	Andrew J. Paul
	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Andrew J. Paul and Michael G. Potter, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her 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 this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Andrew J. Paul	Chief Executive Officer and Director	May 6, 2022
Andrew J. Paul	(Principal Executive Officer)
/s/ Thi L. La	President and Chief Operating Officer and	May 6, 2022
Thi L. La	Director
/s/ Michael G. Potter	Chief Financial Officer	May 6, 2022
Michael G. Potter	(Principal Financial Officer)
/s/ Gregg A. Lakritz	Vice President, Corporate Controller	May 6, 2022
Gregg A. Lakritz	(Principal Accounting Officer)
/s/ Anup Bagaria	Director	May 6, 2022
Anup Bagaria
/s/ Diana Bell	Director	May 6, 2022
Diana Bell
/s/ Jason Cahilly	Director	May 6, 2022
Jason Cahilly
/s/ George L. Majoros, Jr.	Director	May 6, 2022
George L. Majoros, Jr.
/s/ Sarah M. Kim	Director	May 6, 2022
Sarah M. Kim
/s/ Stuart A. Martin	Director	May 6, 2022
Stuart A. Martin

/s/ Samuel R. Szteinbaum	Director	May 6, 2022
Samuel R. Szteinbaum
/s/ Randall J. Weisenburger	Director	May 6, 2022
Randall J. Weisenburger