As filed with the Securities and Exchange Commission on March 18, 2021
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KLDiscovery Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 61-1898603 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification Number) |
8201 Greensboro Dr.
Suite 300
McLean, VA 22102
(Address of Principal Executive Offices) (Zip Code)
KLDISCOVERY INC. 2019 INCENTIVE AWARD PLAN
(Full title of the plan)
Christopher Weiler
KLDiscovery Inc.
8201 Greensboro Dr.
Suite 300
McLean, VA 22102
(Name and address of agent for service)
(703) 288-3380
(Telephone number, including area code, of agent for service)
The commission is requested to mail copies of all orders, notices, and communications to:
Rachel W. Sheridan
Shagufa R. Hossain
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000
Washington, D.C. 20004
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 |
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Non-accelerated filer |
| ☒ | Smaller reporting company |
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| Emerging growth company |
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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 registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee |
Common Stock, par value $0.0001 per share (2) | 6,379,353 | $8.49(3) | $54,160,706.97(3) | $5,908.93 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) also covers such indeterminable number of additional shares of the registrant’s common stock as may become issuable in accordance with the adjustment and anti-dilution provisions pursuant to the terms of the KLDiscovery Inc. 2019 Incentive Award Plan (the “2019 Plan”). |
(2) | Represents 6,379,353 shares of our common stock that may become issuable under the 2019 Plan pursuant to its terms. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the $8.49 (high) and $8.49 (low) prices of the registrant’s common stock as reported on the OTC Pink Sheet Market on March 15, 2021. |
Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the above-named plan are granted, exercised and/or distributed.
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SECURITIES
The purpose of this Registration Statement is to register 6,379,353 additional shares of common stock, par value $0.0001 per share (the “Common Stock”), of KLDiscovery Inc. (the “Company”) for issuance pursuant to the 2019 Plan. The Common Stock registered hereunder is in addition to the 7,500,000 shares of Common Stock issued or issuable under the Plan and previously registered on the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 18, 2020 (Commission File No. 333-236485) (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
Item 8. Exhibits.
Exhibit Number |
| Exhibit Description |
| Form |
| SEC File No. |
| Exhibit |
| Filing Date |
| Filed Herewith |
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4.1 |
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| 8-K |
| 001-38789 |
| 4.1 |
| 12-26-19 |
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5.1 |
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| — |
| — |
| — |
| — |
| X | |
10.1 |
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| 8-K |
| 001-38789 |
| 10.4 |
| 12-26-19 |
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23.1 |
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| — |
| — |
| — |
| X | |
23.2 |
| Consent of Latham & Watkins LLP (included in Exhibit 5.1 to this Registration Statement) |
| — |
| — |
| — |
| — |
| X |
24.1 |
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| — |
| — |
| — |
| X |
SIGNATURES
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 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 McLean, Virginia on this 18th day of March, 2021.
KLDiscovery Inc. | ||
By: |
| /s/ Christopher J. Weiler |
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| Christopher J. Weiler |
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| Chief Executive Officer and Director |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher J. Weiler and Dawn Wilson, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents 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.
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/s/ Christopher J. Weiler |
| Chief Executive Officer and Director (Principal Executive Officer) |
| March 18, 2021 |
Christopher J. Weiler |
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/s/ Dawn Wilson |
| Chief Financial Officer (Principal Financial Officer and |
| March 18, 2021 |
Dawn Wilson |
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/s/ Donna Morea |
| Director and Chair |
| March 18, 2021 |
Donna Morea |
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/s/ Ian Fujiyama |
| Director |
| March 18, 2021 |
Ian Fujiyama |
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/s/ Kevin Griffin |
| Director |
| March 18, 2021 |
Kevin Griffin |
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| Director |
| March 18, 2021 |
Jonathan J. Ledecky |
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/s/ Evan Morgan |
| Director |
| March 18, 2021 |
Evan Morgan |
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/s/ Lawrence Prior III |
| Director |
| March 18, 2021 |
Lawrence Prior III |
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/s/ Arjun Shah |
| Director |
| March 18, 2021 |
Arjun Shah |
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/s/ Lauren Tanenbaum |
| Director |
| March 18, 2021 |
Lauren Tanenbaum |
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/s/ Richard J. Williams |
| Director |
| March 18, 2021 |
Richard J. Williams |
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