As filed with the Securities and Exchange Commission on March 17, 2021
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CERENCE INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 83-4177087 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
15 Wayside Road
Burlington, Massachusetts 01803
(857) 362-7300
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Cerence 2019 Equity Stock Plan
(Full title of the Plan)
Mark Gallenberger
Executive Vice President and Chief Financial Officer
Cerence Inc.
15 Wayside Road
Burlington, Massachusetts 01803
(857) 362-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leanne Fitzgerald
General Counsel
Cerence Inc.
15 Wayside Road
Burlington, Massachusetts 01803
(857) 362-7300
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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered | Amount to be | Proposed Maximum Offering Price Per Share (2) | Proposed Offering Price | Amount of Registration Fee (3) | ||||
Common Stock, $0.01 par value per share | 1,130,547(3) | $112.24 | $126,892,595.28 | $13,843.98 | ||||
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| (1) | Pursuant to Rule 416(a) 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 Common Stock (“Common Stock”) that become issuable under the above listed plans by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of Common Stock. |
| (2) | Estimated solely for the purpose of computing the registration fee and based on the average high and low sale prices of the Common Stock as reported on the Nasdaq Global Select Market on March 15, 2021 in accordance with Rule 457(c) under the Securities Act. |
| (3) | Represents an automatic increase to the number of shares of Common Stock available for issuance under the Registrant’s 2019 Equity Stock Plan, or Stock Plan, in accordance with the automatic annual increase provisions of the Stock Plan, effective as of January 1, 2021. Shares available for issuance under the Stock Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on October 2, 2019 (File No. 333-234040). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 1,130,547 additional shares of Common Stock under the Stock Plan which were added on January 1, 2021 as a result of an automatic annual increase provision therein. The additional shares are of the same class as other securities relating to the Stock Plan for which the Registrant’s registration statement filed on Form S-8 on October 2, 2019 (File No. 333-234040) is effective. The information contained in the Registrant’s registration statement filed on Form S-8 on October 2, 2019 (File No. 333-234040) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
| * | Exhibits marked with an asterisk (*) are filed herewith. |
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 Burlington, Commonwealth of Massachusetts, on March 17, 2021.
| Cerence Inc. | ||
| By: | /s/ Sanjay Dhawan | |
| Sanjay Dhawan | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sanjay Dhawan and Mark Gallenberger, jointly and severally, as such person’s attorneys-in-fact, each with the power of substitution, for such person in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
/s/ Sanjay Dhawan | Chief Executive Officer | March 17, 2021 | ||
| Sanjay Dhawan | (Principal Executive Officer) | |||
/s/ Mark Gallenberger | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | March 17, 2021 | ||
| Mark Gallenberger | ||||
/s/ Arun Sarin | Chairman | March 17, 2021 | ||
| Arun Sarin | ||||
/s/ Marianne Budnik | Director | March 17, 2021 | ||
| Marianne Budnik | ||||
/s/ Thomas Beaudoin | Director | March 17, 2021 | ||
| Thomas Beaudoin | ||||
/s/ Sanjay Jha | Director | March 17, 2021 | ||
| Sanjay Jha | ||||
/s/ Kristi Ann Matus | Director | March 17, 2021 | ||
| Kristi Ann Matus | ||||
/s/ Alfred Nietzel | Director | March 17, 2021 | ||
| Alfred Nietzel | ||||
