As filed with the Securities and Exchange Commission on March 27, 2019
Registration No.
333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
COUPA SOFTWARE INCORPORATED
(Exact name of Registrant as specified in its charter)
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Delaware
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20-4429448
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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1855 S. Grant Street
San Mateo, CA 94402
(650)
931-3200
(Address of Principal Executive Offices)
COUPA
SOFTWARE INCORPORATED 2016 EQUITY INCENTIVE PLAN
COUPA SOFTWARE INCORPORATED 2016 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
Robert
Bernshteyn
Chief Executive Officer
Coupa Software Incorporated
1855 S. Grant Street
San
Mateo, CA 94402
(Name and address of agent for service)
(650)
931-3200
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Richard C. Blake, Esq.
Daniel E. OConnor, Esq.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
550 Allerton Street
Redwood City, CA 94063
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated
filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the 2016 Equity Incentive Plan
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3,019,050
(2)
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$89.37
(4)
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$269,812,498.50
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$32,701.28
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the 2016 Employee Stock Purchase Plan
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603,810
(3)
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$75.96
(5)
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$45,865,407.60
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$5,558.89
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TOTAL
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3,622,860
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$315,677,906.10
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$38,260.17
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(1)
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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 Registrants common stock that become issuable under the plans set forth herein as a result of any stock dividend, stock split, recapitalization, or other
similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of Registrants common stock, as applicable.
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(2)
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Represents shares of common stock that were automatically added to the shares reserved for issuance under
the Coupa Software Incorporated 2016 Equity Incentive Plan (the
2016 Equity Incentive Plan
) on February 1, 2019 pursuant to an evergreen provision contained in the 2016 Equity Incentive Plan. Pursuant to such
provision, the number of shares reserved for issuance under the 2016 Equity Incentive Plan automatically increases on the first business day of each fiscal year of the Registrant during the term of the 2016 Equity Incentive Plan by an number equal
to the lesser of (a) 5% of the total number of shares of common stock actually issued and outstanding on the last day of the prior fiscal year or (b) a number determined by the Registrants board of directors.
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(3)
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Represents shares of common stock that were automatically added to the shares reserved for issuance under the
Coupa Software Incorporated 2016 Employee Stock Purchase Plan (the
2016 ESPP
) on February 1, 2019 pursuant to an evergreen provision contained in the 2016 ESPP. Pursuant to such provision, the number of shares
reserved for issuance under the 2016 ESPP automatically increases on the first business day of each fiscal year of the Registrant during the term of the 2016 ESPP, by a number equal to the least of (a) 1% of the total number of shares of common
stock actually issued and outstanding on the last business day of the prior fiscal year, (b) 1,250,000 shares, or (c) a number determined by the Registrants board of directors.
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(4)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the
Securities Act and based upon the average of the high and low prices of the Registrants common stock as reported on the Nasdaq Global Select Market on March 25, 2019.
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(5)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the
Securities Act and based upon the average of the high and low prices of the Registrants common stock as reported on the Nasdaq Global Select Market on March 25, 2019, multiplied by 85%.
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