As filed with the Securities and Exchange Commission on March 14, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
PROOFPOINT, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
|
51-0414846 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification Number) |
892 Ross Drive
Sunnyvale, CA 94089
(408) 517-4710
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2012 Equity Incentive Plan
2012 Employee Stock Purchase Plan
(Full title of the plans)
Gary Steele
Chief Executive Officer
Proofpoint, Inc.
892 Ross Drive
Sunnyvale, CA 94089
(408) 517-4710
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Jeffrey R. Vetter, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
(650) 988-8500
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act):
|
Large Accelerated Filer o |
Accelerated Filer |
|
x | |
|
Non-accelerated Filer o |
Smaller Reporting Company |
|
o | |
|
(Do not check if a smaller reporting company) |
|
|
| |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities |
|
Amount to be |
|
Proposed Maximum |
|
Proposed Maximum |
|
Amount of |
| |||
Common Stock, $0.0001 par value |
|
|
|
|
|
|
|
|
| |||
To be issued under the 2012 Equity Incentive Plan |
|
1,806,988 |
|
$ |
43.62 |
(2) |
$ |
78,820,817 |
|
$ |
10,153 |
|
To be issued under the 2012 Employee Stock Purchase Plan |
|
361,397 |
|
$ |
37.07 |
(3) |
$ |
13,396,987 |
|
$ |
1,726 |
|
Total |
|
2,168,385 |
|
|
|
$ |
92,217,804 |
|
$ |
11,879 |
|
(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 under the Registrants 2012 Equity Incentive Plan or 2012 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) using the average of the high and low prices for the Registrants common stock as reported on The NASDAQ Global Select Market on March 10, 2014.
(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) using the average of the high and low prices for the Registrants common stock as reported on The NASDAQ Global Select Market on March 10, 2014, multiplied by 85%, which is the percentage of the price per share applicable to purchasers under the Registrants 2012 Employee Stock Purchase Plan.
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Proofpoint, Inc. (the Registrant) is filing this Registration Statement with the SEC to register 1,806,988 additional shares of Common Stock under the Registrants 2012 Equity Incentive Plan and 361,397 additional shares of Common Stock under the Registrants 2012 Employee Stock Purchase Plan, pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrants registration statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on April 20, 2012 (Registration No. 333-180839) and the Form S-8 filed with the Commission on March 15, 2013 (Registration No. 333-187321). 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 the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act) are incorporated herein by reference:
(a) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on March 14, 2014; and
(b) The description of the Registrants common stock contained in the Registrants registration statement on Form 8-A (Registration No. 001-35506) filed on April 13, 2012 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein and to be a part hereof from the date of the filing of such documents.
Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such reports that are filed or deemed filed 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 8. Exhibits.
The following exhibits are filed herewith:
Exhibit |
|
|
|
Incorporated by Reference |
|
Filed | ||||||
Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.01 |
|
Restated Certificate of Incorporation of the Registrant |
|
S-1 |
|
333-178479 |
|
3.02 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.02 |
|
Restated Bylaws of the Registrant |
|
S-1 |
|
333-178479 |
|
3.04 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.03 |
|
Form of Registrants common stock certificate |
|
S-1 |
|
333-178479 |
|
4.01 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.01 |
|
Opinion of Fenwick & West LLP |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.01 |
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.02 |
|
Consent of Fenwick & West LLP (contained in Exhibit 5.01) |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
24.01 |
|
Power of Attorney (included on the signature page to this Registration Statement) |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1 |
|
2012 Equity Incentive Plan and form of grant agreements. |
|
S-1 |
|
333-178479 |
|
10.03 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2 |
|
2012 Employee Stock Purchase Plan. |
|
S-1 |
|
333-178479 |
|
10.04 |
|
4/9/12 |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Sunnyvale, State of California, on this 14th day of March, 2014.
|
PROOFPOINT, INC. | |
|
| |
|
By: |
/s/ Gary Steele |
|
|
Gary Steele |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary Steele and Paul Auvil, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Gary Steele |
|
Chief Executive Officer and Director |
|
March 14, 2014 |
Gary Steele |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Paul Auvil |
|
Chief Financial Officer |
|
March 14, 2014 |
Paul Auvil |
|
(Principal Financial Officer and |
|
|
|
|
Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Anthony Bettencourt |
|
Director |
|
March 14, 2014 |
Anthony Bettencourt |
|
|
|
|
|
|
|
|
|
/s/ Sydney Carey |
|
Director |
|
March 14, 2014 |
Sydney Carey |
|
|
|
|
|
|
|
|
|
/s/ Dana Even |
|
Director |
|
March 14, 2014 |
Dana Evan |
|
|
|
|
|
|
|
|
|
/s/ Jonathan Feiber |
|
Director |
|
March 14, 2014 |
Jonathan Feiber |
|
|
|
|
|
|
|
|
|
/s/ Doug Garn |
|
Director |
|
March 14, 2014 |
Doug Garn |
|
|
|
|
/s/ Eric Hahn |
|
Director |
|
March 14, 2014 |
Eric Hahn |
|
|
|
|
|
|
|
|
|
/s/ Kevin Harvey |
|
Director |
|
March 14, 2014 |
Kevin Harvey |
|
|
|
|
|
|
|
|
|
/s/ Philip Koen |
|
Director |
|
March 14, 2014 |
Philip Koen |
|
|
|
|
EXHIBIT INDEX
Exhibit |
|
|
|
Incorporated by Reference |
|
Filed | ||||||
Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.01 |
|
Restated Certificate of Incorporation of the Registrant |
|
S-1 |
|
333-178479 |
|
3.02 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.02 |
|
Restated Bylaws of the Registrant |
|
S-1 |
|
333-178479 |
|
3.04 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.03 |
|
Form of Registrants common stock certificate |
|
S-1 |
|
333-178479 |
|
4.01 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5.01 |
|
Opinion of Fenwick & West LLP |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.01 |
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
23.02 |
|
Consent of Fenwick & West LLP (contained in Exhibit 5.01) |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
24.01 |
|
Power of Attorney (included on the signature page to this Registration Statement) |
|
|
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1 |
|
2012 Equity Incentive Plan and form of grant agreements. |
|
S-1 |
|
333-178479 |
|
10.03 |
|
4/9/12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2 |
|
2012 Employee Stock Purchase Plan. |
|
S-1 |
|
333-178479 |
|
10.04 |
|
4/9/12 |
|
|