Securities Registration: Employee Benefit Plan (s-8)
March 01 2018 - 5:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 28, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MARIN SOFTWARE INCORPORATED
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
20-4647180
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Marin Software Incorporated
123 Mission Street, 27
th
Floor
San Francisco, California 94105
(415)
399-2580
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plans)
Christopher
A. Lien
Chief Executive Officer and Director
Marin Software Incorporated
123 Mission Street, 27
th
Floor
San Francisco, California 94105
(415)
399-2580
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
|
|
|
Michael A. Brown, Esq.
Katherine K. Duncan, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
|
|
Jonathan M. DeGooyer, Esq.
Marin Software Incorporated
123 Mission Street, 27
th
Floor
San Francisco, California 94105
(415)
399-2580
|
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, or a smaller reporting company. See 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
|
|
☐ (Do not check if a smaller reporting company)
|
|
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, $0.001 par value per share
|
|
|
|
|
|
|
|
|
- Reserved for future issuance under the 2013 Equity
Incentive Plan
|
|
286,455 (2)
|
|
$7.70 (3)
|
|
$2,205,704
|
|
$275
|
- Reserved for future issuance under the 2013 Employee Stock
Purchase Plan
|
|
57,291 (4)
|
|
$6.55 (5)
|
|
$375,256
|
|
$47
|
TOTAL
|
|
343,746
|
|
N/A
|
|
$2,580,960
|
|
$322
|
|
|
(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 Registrants 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 Registrants receipt of consideration which
results in an increase in the number of the outstanding shares of the Registrants common stock.
|
(2)
|
Represents additional shares of the Registrants common stock reserved for issuance under the Registrants 2013 Equity Incentive Plan resulting from the automatic annual 5% increase in the number of authorized
shares reserved and available for issuance under the 2013 Equity Incentive Plan on January 1 of each of the first 10 years following the Registrants initial public offering.
|
(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 Registrants common
stock as reported on the New York Stock Exchange on February 27, 2018.
|
(4)
|
Represents additional shares of the Registrants common stock reserved for issuance under the Registrants 2013 Employee Stock Purchase Plan (the
ESPP
) resulting from the automatic
annual 1% increase in the number of authorized shares reserved and available for issuance under the ESPP on January 1 of each of the first 10 years following the Registrants initial public offering.
|
(5)
|
Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculation the registration fee, on the basis of the average of the high and low prices of the Registrants common
stock as reported on the New York Stock Exchange on February 27, 2018. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrants common stock on the offering date (i.e., the
first business day of the offering period of up to 27 months) or the purchase date (i.e., the last business day of a
six-month
purchase period), whichever is less.
|
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
Marin Software Incorporated (the
Registrant
) is filing this Registration Statement on Form
S-8
(this
Registration Statement
) with the Securities and Exchange Commission (the
Commission
) to register:
|
(i)
|
286,455 additional shares of common stock under the Registrants 2013 Equity Incentive Plan, pursuant to the provisions of the 2013 Equity Incentive Plan providing for an automatic increase in the number of shares
reserved and available for issuance under the 2013 Equity Incentive Plan on January 1, 2018; and
|
|
(ii)
|
57,291 additional shares of common stock under the Registrants 2013 Employee Stock Purchase Plan, pursuant to the provisions of the Registrants 2013 Employee Stock Purchase Plan providing for an automatic
increase in the number of shares reserved and available for issuance under the 2013 Employee Stock Purchase Plan on January 1, 2018.
|
This Registration Statement hereby incorporates by reference the contents of the Registrants previous registration statements on Form
S-8
filed with the Commission on March 22, 2013 (Registration
No. 333-187459),
February 28, 2014 (Registration
No. 333-194250),
February 20, 2015 (Registration
No. 333-202223),
February 23, 2016 (Registration
No. 333-209651),
and February 28, 2017 (Registration
No. 333-216349)
to the extent not superseded hereby. 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
The following exhibits are 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 San Francisco, State of
California, on this 28th day of February, 2018.
|
|
|
MARIN SOFTWARE INCORPORATED
|
|
|
By:
|
|
/s/ Christopher A. Lien
|
|
|
Christopher A. Lien
|
|
|
Chief Executive Officer and Director
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher A. Lien and
Bradley W. Kinnish, and each of them, as his or her true and lawful
attorney-in-fact
and agent with the full power of substitution, for him or her 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 or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact
and agents, or his or her 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.
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
/s/ Christopher A. Lien
|
|
Chief Executive Officer and Director
|
|
February 28, 2018
|
Christopher A. Lien
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/s/ Bradley W. Kinnish
|
|
Chief Financial Officer
|
|
February 28, 2018
|
Bradley W. Kinnish
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
|
|
/s/ Brian Kinion
|
|
Director
|
|
February 28, 2018
|
Brian Kinion
|
|
|
|
|
|
|
|
/s/ James Barrese
|
|
Director
|
|
February 28, 2018
|
James Barrese
|
|
|
|
|
|
|
|
/s/ L. Gordon Crovitz
|
|
Director
|
|
February 28, 2018
|
L. Gordon Crovitz
|
|
|
|
|
|
|
|
/s/ Donald Hutchison
|
|
Director
|
|
February 28, 2018
|
Donald Hutchison
|
|
|
|
|
|
|
|
/s/ Allan Leinwand
|
|
Director
|
|
February 28, 2018
|
Allan Leinwand
|
|
|
|
|
|
|
|
/s/ Daina Middleton
|
|
Director
|
|
February 28, 2018
|
Daina Middleton
|
|
|
|
|
Marin Software (NASDAQ:MRIN)
Historical Stock Chart
From Apr 2024 to May 2024
Marin Software (NASDAQ:MRIN)
Historical Stock Chart
From May 2023 to May 2024