Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIVERAMP HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-1269307 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer
Identification No.) |
225 Bush Street, Seventeenth Floor San Francisco, CA | 94104 |
| (Address of Principal Executive Offices) | (Zip Code) |
LIVERAMP HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Jerry C. Jones, Esq.
Chief Ethics and Legal Officer & Executive Vice President
225 Bush Street, Seventeenth Floor
San Francisco, CA 94104
(Name and address of agent for service)
(888) 987-6764
(Telephone number, including area code, of agent for service)
Copies of all correspondence to:
Geoffrey D. Neal
Kutak Rock LLP
124 West Capitol Avenue, Suite 2000
Little Rock, AR 72201
(501) 975-3000
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 þ | 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 1,000,000 shares of common stock, $.10 par value per share (“Common Stock”), of LiveRamp Holdings, Inc. (the “Company”) to be issued pursuant to the LiveRamp Holdings, Inc. Employee Stock Purchase Plan (the “Plan”) (formerly known as the 2005 Stock Purchase Plan of LiveRamp Holdings, Inc. and the 2005 Stock Purchase Plan of Acxiom Corporation). Accordingly, the contents of the earlier registration statement on Form S-8 (File No. 333-127743) filed with the Securities and Exchange Commission (the “Commission”) on August 22, 2005, as amended by Post-Effective Amendment No. 1 filed with the Commission on October 2, 2018, are incorporated by reference in this Registration Statement to the extent not modified hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed or furnished by the Company with the Commission are incorporated by reference herein:
| (b) | The Company’s quarterly reports on Form 10-Q for the quarters ended June 30, 2022 and September 30, 2022, filed with the Commission on August 4, 2022 and November 8, 2022, respectively; |
All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any statement modified or superseded will not be deemed, except as so modified or superseded, to be a part of this Registration Statement.
Item 8. Exhibits.
The exhibits furnished as a part of this Registration Statement are listed below.
| Number | Exhibit |
| | |
| 4.1 | Amended and Restated Certificate of Incorporation of LiveRamp Holdings, Inc. (previously filed as Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on October 1, 2018, Commission File No. 001-38669, and incorporated herein by reference) |
| | |
| 4.2 | Amended and Restated Bylaws of LiveRamp Holdings, Inc. (previously filed as Exhibit 3.2 to the Company's current report on Form 8-K filed with the Commission on October 1, 2018, Commission File No. 001-38669, and incorporated herein by reference) |
| | |
| 5.1* | Opinion of Kutak Rock LLP as to the legality of the shares being registered |
| | |
| 23.1* | Consent of Kutak Rock LLP (included in the opinion in Exhibit 5.1) |
| | |
| 23.2* | Consent of KPMG LLP |
| | |
| 24.1* | Powers of Attorney |
| | |
| 99.1 | LiveRamp Holdings, Inc. Employee Stock Purchase Plan (previously filed as Exhibit 10.2 to the Company's current report on Form 8-K filed with the Commission on August 11, 2022, Commission File No. 001-38669, and incorporated herein by reference) |
| | |
| 107.1* | Calculation of 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 Little Rock, State of Arkansas, on November 9, 2022.
| By: | /s/ Catherine L. Hughes |
| | | Catherine L. Hughes, Corporate Governance Officer & Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated, as of November 9, 2022:
| Signature | | Title |
| | | |
| /s/ John L. Battelle* | | Director |
| John L. Battelle | | |
| | | |
| /s/ Timothy R. Cadogan* | | Director |
| Timothy R. Cadogan | | |
| | | |
| /s/ Vivian Chow* | | Director |
| Vivian Chow | | |
| | | |
| /s/ Scott E. Howe* | | Director, Chief Executive Officer |
| Scott E. Howe | | (principal executive officer) |
| | | |
| /s/ Clark M. Kokich* | | Director, Non-Executive Chairman of the Board |
| Clark M. Kokich | | |
| | | |
| /s/ Kamakshi Sivaramakrishnan* | | Director |
| Kamakshi Sivaramakrishnan | | |
| | | |
| /s/ Omar Tawakol* | | Director |
| Omar Tawakol | | |
| | | |
| /s/ Debora B. Tomlin* | | Director |
| Debora B. Tomlin | | |
| | | |
| /s/ Warren C. Jenson* | | President, Chief Financial Officer, and Executive MD of International |
| Warren C. Jenson | | (principal financial and accounting officer) |
| *By: | /s/ Catherine L. Hughes | |
| | Catherine L. Hughes, Attorney-in-Fact | |
