Delaware | 20-2056195 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2012 Equity Incentive Plan |
2012 Employee Stock Purchase Plan |
Robert A. Freedman, Esq. Dawn H. Belt, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 | Robert Specker, Esq. General Counsel ServiceNow, Inc. 2225 Lawson Lane Santa Clara, CA 95054 (408) 501-8550 |
Large accelerated filer ý | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
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 | 8039288 (2) | $51.38 (3) | $413,058,617.44 (3) | $41,595.00 (3) | |
Common Stock, $0.001 par value per share | 1607858 (4) | $43.67 (5) | $70,215,158.86 (5) | $7,070.67 (5) | |
TOTAL | 9,647,146 | N/A | $483,273,776.30 | $48,665.67 |
(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 Registrant’s 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 Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock. |
(2) | Represents shares reserved for issuance under the 2012 Equity Incentive Plan as of the date of this Registration Statement. |
(3) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on February 24, 2016. |
(4) | Represents shares reserved for issuance under the 2012 Employee Stock Purchase Plan as of the date of this Registration Statement. |
(5) | Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on February 24, 2016. In the case of the 2012 Employee Stock Purchase Plan, this price per share is multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2012 Employee Stock Purchase Plan. |
Item 3. | Incorporation of Documents by Reference. |
(a) | the Registrant’s Annual Report on Form 10-K (Registration No. 001-35580) for the fiscal year ended December 31, 2015 filed with the Commission on February 25, 2016 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); |
(b) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and |
(c) | the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35580) filed with the Commission on June 19, 2012 pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
Item 8. | Exhibits. |
Exhibit | Incorporated by Reference | Filed | ||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
4.1 | Restated Certificate of Incorporation of the Registrant, as currently in effect. | 10-Q | 001-35580 | 3.1 | 8/10/2012 | |
4.2 | Restated Bylaws of the Registrant, as currently in effect. | 8-K | 001-35580 | 3.1 | 12/10/2014 | |
4.3 | Form of Common Stock Certificate. | S-1/A | 333-180486 | 4.1 | 6/19/2012 | |
5.1 | Opinion and Consent of Fenwick & West LLP. | X | ||||
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||
23.2 | Consent of Fenwick & West LLP (contained in Exhibit 5.1). | X | ||||
24.1 | Power of Attorney (included on the signature page of this Registration Statement). | X | ||||
99.1 | 2012 Equity Incentive Plan | S-1/A | 333-180486 | 10.3 | 6/19/2012 | |
99.2 | 2012 Employee Stock Purchase Plan | 10-K | 001-35580 | 10.4 | 3/8/2013 | |
99.3 | Form of Stock Option Award Agreement and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan. | 10-K | 001-35580 | 10.4 | 2/25/2016 | |
99.4 | Form of Subscription Agreement Under 2012 Employee Stock Purchase Plan. | 10-K | 001-35580 | 10.6 | 2/25/2016 |
Signature | Title | Date |
/s/ Frank Slootman Frank Slootman | President, Chief Executive Officer and Director (Principal Executive Officer) | February 26, 2016 |
/s/ Michael P. Scarpelli Michael P. Scarpelli | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 26, 2016 |
/s/ Frederic B. Luddy Frederic B. Luddy | Chief Product Officer and Director | February 26, 2016 |
/s/ Paul V. Barber Paul V. Barber | Director | February 26, 2016 |
/s/ Susan L. Bostrom Susan L. Bostrom | Director | February 26, 2016 |
/s/ Ronald E.F. Codd Ronald E.F. Codd | Director | February 26, 2016 |
/s/ Charles Giancarlo Charles Giancarlo | Director | February 26, 2016 |
/s/ Jeffrey A. Miller Jeffrey A. Miller | Director | February 26, 2016 |
/s/ Anita M. Sands Anita M. Sands | Director | February 26, 2016 |
/s/ William L. Strauss William L. Strauss | Director | February 26, 2016 |
Exhibit | Incorporated by Reference | Filed | ||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith |
4.1 | Restated Certificate of Incorporation of the Registrant, as currently in effect. | 10-Q | 001-35580 | 3.1 | 8/10/2012 | |
4.2 | Restated Bylaws of the Registrant, as currently in effect. | 8-K | 001-35580 | 3.1 | 12/10/2014 | |
4.3 | Form of Common Stock Certificate. | S-1/A | 333-180486 | 4.1 | 6/19/2012 | |
5.1 | Opinion and Consent of Fenwick & West LLP. | X | ||||
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||
23.2 | Consent of Fenwick & West LLP (contained in Exhibit 5.1). | X | ||||
24.1 | Power of Attorney (included on the signature page of this Registration Statement). | X | ||||
99.1 | 2012 Equity Incentive Plan | S-1/A | 333-180486 | 10.3 | 6/19/2012 | |
99.2 | 2012 Employee Stock Purchase Plan | 10-K | 001-35580 | 10.4 | 3/8/2013 | |
99.3 | Form of Stock Option Award Agreement and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan. | 10-K | 001-35580 | 10.4 | 2/25/2016 | |
99.4 | Form of Subscription Agreement Under 2012 Employee Stock Purchase Plan. | 10-K | 001-35580 | 10.6 | 2/25/2016 |