2019-01-31 S-8
As filed with the Securities and Exchange Commission on January 31, 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
TRUECAR, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 04-3807511 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
120 Broadway, Suite 200
Santa Monica, California 90401
(Address of principal executive offices, including zip code)
2014 Equity Incentive Plan
(Full title of the plan)
Chip Perry
President and Chief Executive Officer
TrueCar, Inc.
120 Broadway, Suite 200
Santa Monica, California 90401
(800) 200-2000
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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David J. Segre Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5335 | | Jeffrey Swart General Counsel Scott Watkinson Deputy General Counsel TrueCar, Inc. 120 Broadway, Suite 200 Santa Monica, California 90401 (800) 200-2000 |
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 x | | Accelerated filer ¨ |
Non-accelerated filer ¨ | | Smaller reporting company ¨
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| | Emerging growth company ¨
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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. ¨
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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, $0.0001 par value per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan (the “2014 Plan”) | | 5,216,875 |
| (2) | $ | 9.235 | | (3) | $ | 48,177,840.63 | | | $ | 5,839.15 | | |
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(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 under the 2014 Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the registrant’s outstanding shares of common stock. |
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(2) | Represents an automatic annual increase on January 1, 2019 to the number of shares of the registrant’s common stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan. |
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(3) | Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $9.235 per share, which represents the average of the high and low sale prices of the registrant’s common stock as reported on the Nasdaq Global Select Market on January 30, 2019. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) registers additional shares (“Shares”) of common stock, par value $0.0001 per share, of TrueCar, Inc. (the “Registrant”) under the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) for which a registration statement (No. 333-196017) on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on May 16, 2014 (the “Initial S-8”). Pursuant to General Instruction E to Form S-8, the contents of the Initial S-8 are incorporated by reference into this Registration Statement. The number of Shares available for grant and issuance under the 2014 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 by an amount equal to the least of (i) 10,000,000 shares, (ii) five percent of the outstanding Shares on the last day of the immediately preceding fiscal year or (iii) such number of Shares determined by the board of directors of the Registrant. On January 1, 2019, the number of Shares available for grant and issuance under the 2014 Plan increased by 5,216,875 Shares. This Registration Statement registers such additional Shares, which were available for grant and issuance under the 2014 Plan as of January 1, 2019.
Item 8. Exhibits.
Exhibit Number Description
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* | Incorporated herein by reference to Exhibit 4.2 to the Registrant’s Amended Registration Statement on Form S-1 filed with the Commission on May 5, 2014. |
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** | Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Amended Registration Statement on Form S-1 filed with the Commission on May 15, 2014. |
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 Santa Monica, State of California, on January 31, 2019.
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| TRUECAR, INC. |
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By: | /s/ Chip Perry |
| Chip Perry |
| President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chip Perry, John Pierantoni and Jeffrey Swart and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of TrueCar, Inc., and any or all amendments thereto (including post-effective amendments), 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 full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature | | Title | | Date |
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/s/ Chip Perry | | President, Chief Executive Officer and Director | | January 31, 2019 |
Chip Perry | | (Principal Executive Officer and Director) | | |
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/s/ John Pierantoni | | Interim Chief Financial Officer and Chief Accounting Officer | | January 31, 2019 |
John Pierantoni | | (Principal Financial Officer and Principal Accounting Officer) | | |
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/s/ Robert Buce | | Director | | January 31, 2019 |
Robert Buce | | | | |
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/s/ Christopher Claus | | Director | | January 31, 2019 |
Christopher Claus | | | | |
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/s/ John Krafcik | | Director | | January 31, 2019 |
John Krafcik | | | | |
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/s/ Erin Lantz | | Director | | January 31, 2019 |
Erin Lantz | | | | |
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/s/ Philip McKoy | | Director | | January 31, 2019 |
Philip McKoy | | | | |
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/s/ John Mendel | | Director | | January 31, 2019 |
John Mendel | | | | |