As filed with the Securities and Exchange Commission on November 6, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BILL.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-2661725 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
1800 Embarcadero Road Palo Alto, California | 94303 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
(Full title of the plans)
René Lacerte
Chief Executive Officer and Founder
Bill.com Holdings, Inc.
1800 Embarcadero Road
Palo Alto, California 94303
(650) 621-7700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
James D. Evans Mark C. Stevens Dawn H. Belt Nicolas H. R. Dumont Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 | Raj Aji General Counsel, Chief Compliance Officer and Secretary Bill.com Holdings, Inc. 1800 Embarcadero Road Palo Alto, California 94303 (650) 621-7700 |
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
| ||||||||
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, $0.00001 par value per share | ||||||||
- To be issued under the 2019 Equity Incentive Plan | 3,981,752(2) | $98.30(3) | $391,406,222(3) | $42,703 | ||||
- To be issued under the 2019 Employee Stock Purchase Plan | 796,350(4) | $83.55(5) | $66,535,043(5) | $7,259 | ||||
TOTAL | 4,778,102 | $457,941,265 | $49,962 | |||||
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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 also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents additional shares of the Registrant’s common stock reserved for issuance under the 2019 Equity Incentive Plan (“2019 Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2019 Plan. |
| (3) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on November 2, 2020. |
| (4) | Represents additional shares of the Registrant’s common stock reserved for issuance under the 2019 Employee Stock Purchase Plan (“Purchase Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan. |
| (5) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on November 2, 2020. Under the Purchase Plan, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date or the purchase date, whichever is less. |
PART I
Information Required in the Section 10(a) Prospectus
Pursuant to General Instruction E of Form S-8, Bill.com Holdings, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 3,981,752 additional shares of the Registrant’s Common Stock under the Registrant’s 2019 Equity Incentive Plan and 796,350 additional shares of the Registrant’s Common Stock under the Registrant’s 2019 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statement on Form S-8 filed with the Commission on December 12, 2019 (Registration No. 333-235459). 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 Form S-8 has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by Bill.com Holdings, Inc. (the “Registrant”) with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| (a) | the Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the Commission on August 31, 2020; |
| (b) | the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, filed with the Commission on November 6, 2020; |
| (c) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and |
| (d) | the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-39149) filed with the Commission on December 3, 2019 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, entities affiliated with Fenwick & West LLP beneficially own an aggregate of 46,175 shares of the Registrant’s common stock.
Item 8. Exhibits.
The following exhibits are filed herewith:
Exhibit Number | Exhibit Description | Incorporated by Reference | Filed Herewith | |||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||
| 4.1 | Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-39149 | 3.1 | 02/11/2020 | |||||||
| 4.2 | Amended and Restated Bylaws of the Registrant. | 8-K | 001-39149 | 3.1 | 09/30/2020 | |||||||
| 4.3 | Form of Registrant’s Common Stock Certificate. | S-1/A | 333-234730 | 4.1 | 12/2/2019 | |||||||
| 5.1 | Opinion of Fenwick & West LLP. | X | ||||||||||
| 23.1 | Consent of Ernst & Young LLP, independent registered public accounting firm. | X | ||||||||||
| 23.2 | Consent of Fenwick & West LLP (included in Exhibit 5.1). | X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). | X | ||||||||||
| 99.1 | 2019 Equity Incentive Plan and forms of award agreements. | S-1/A | 333-234730 | 10.4 | 12/2/2019 | |||||||
| 99.2 | 2019 Employee Stock Purchase Plan and forms of enrollment agreement. | S-1/A | 333-234730 | 10.5 | 12/2/2019 | |||||||
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 Palo Alto, State of California, on this 6th day of November, 2020.
BILL.COM HOLDINGS, INC. | ||
By: | /s/ René Lacerte | |
René Lacerte | ||
Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints René Lacerte and John Rettig, and each of them, as his true and lawful attorney-in-fact and agent with the full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitutes, may lawfully 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 on behalf of the Registrant in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ René Lacerte René Lacerte | Chief Executive Officer and Director (Principal Executive Officer) | November 6, 2020 | ||
/s/ John Rettig John Rettig | Chief Financial Officer and Executive Vice President, Finance and Operations (Principal Financial and Accounting Officer) | November 6, 2020 | ||
/s/ Steven Cakebread Steven Cakebread | Director | November 6, 2020 | ||
/s/ David Chao David Chao | Director | November 6, 2020 | ||
/s/ David Hornik David Hornik | Director | November 6, 2020 | ||
/s/ Brian Jacobs Brian Jacobs | Director | November 6, 2020 | ||
/s/ Peter Kight Peter Kight | Director | November 6, 2020 | ||
/s/ Thomas Mawhinney Thomas Mawhinney | Director | November 6, 2020 | ||
/s/ Allison Mnookin Allison Mnookin | Director | November 6, 2020 | ||
/s/ Rory O’Driscoll Rory O’Driscoll | Director | November 6, 2020 | ||
/s/ Steven Piaker Steven Piaker | Director | November 6, 2020 | ||
/s/ Katherine M. A. (“Allie”) Kline Katherine M. A. (“Allie”) Kline | Director | November 6, 2020 | ||
/s/ Colleen Taylor Colleen Taylor | Director | November 6, 2020 | ||
