As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rivian Automotive, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-3544981 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Address of principal executive offices) (Zip code)
RIVIAN AUTOMOTIVE, INC. 2021 INCENTIVE AWARD PLAN
RIVIAN AUTOMOTIVE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Robert J. Scaringe
Chief Executive Officer
Rivian Automotive, Inc.
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
| Marc D. Jaffe, Esq. | Jamie Chung, Esq. | |
| Tad J. Freese, Esq. | Chief Corporate Counsel | |
| Alison A. Haggerty, Esq. | Rivian Automotive, Inc. | |
| Latham & Watkins LLP | 14600 Myford Road | |
| 1271 Avenue of the Americas | Irvine, California 92606 | |
| New York, New York 10020 | (888) 748-4261 | |
| (212) 906-1200 |
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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 46,318,369 shares of Rivian Automotive, Inc.’s (the “Registrant”) Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 9,263,673 shares of the Registrant’s Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 (File Nos. 333-260943 and 333-264030), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.
| Item 8. | Exhibits |
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number | Exhibit Title | Form | File No. | Exhibit | Filing Date | |||||||||||||
| 4.1 | Amended and Restated Certificate of Incorporation of Rivian Automotive, Inc. | 8-K | 001-41042 | 3.1 | 11/16/2021 | |||||||||||||
| 4.2 | Amended and Restated Bylaws of Rivian Automotive, Inc. | 8-K | 001-41042 | 3.2 | 11/16/2021 | |||||||||||||
| 5.1* | Opinion of Latham & Watkins LLP | |||||||||||||||||
| 23.1* | Consent of KPMG LLP, Independent Registered Public Accounting Firm | |||||||||||||||||
| 23.2* | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |||||||||||||||||
| 24.1* | Power of Attorney (included on signature page) | |||||||||||||||||
| 99.1 | 2021 Incentive Award Plan and forms of option and restricted stock unit agreements thereunder | S-1/A | 333-259992 | 10.2 | 11/01/2021 | |||||||||||||
| 99.2 | 2021 Employee Stock Purchase Plan | S-1/A | 333-259992 | 10.4 | 11/01/2021 | |||||||||||||
| 107.1* | Filing Fee Table | |||||||||||||||||
| * | Filed herewith. |
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 Irvine, State of California, on February 28, 2023.
| RIVIAN AUTOMOTIVE, INC. | ||
| By: | /s/ Robert J. Scaringe | |
| Robert J. Scaringe | ||
| Chief Executive Officer, Chairman of the Board of Directors | ||
| (Principal Executive Officer) | ||
Each person whose signature appears below hereby constitutes and appoints Robert J. Scaringe and Claire McDonough, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith as fully to 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 any of them, or their or his or her 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.
Signature | Title | Date | ||
/s/ Robert J. Scaringe Robert J. Scaringe | Chief Executive Officer, Chairman of the Board of Directors (Principal Executive Officer) | February 28, 2023 | ||
/s/ Claire McDonough | Chief Financial Officer (Principal Financial Officer) | February 28, 2023 | ||
| Claire McDonough | ||||
/s/ Jeffrey R. Baker | Chief Accounting Officer | February 28, 2023 | ||
| Jeffrey R. Baker | (Principal Accounting Officer) | |||
/s/ Karen Boone | Director | February 28, 2023 | ||
| Karen Boone | ||||
/s/ Sanford Schwartz | Director | February 28, 2023 | ||
| Sanford Schwartz | ||||
/s/ Rose Marcario | Director | February 28, 2023 | ||
| Rose Marcario | ||||
/s/ Peter Krawiec | Director | February 28, 2023 | ||
| Peter Krawiec | ||||
/s/ Jay Flatley | Director | February 28, 2023 | ||
| Jay Flatley | ||||
/s/ Pamela Thomas-Graham | Director | February 28, 2023 | ||
| Pamela Thomas-Graham | ||||
