As filed with the Securities and Exchange Commission on February 20, 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
ZYNGA INC.
(Exact name of Zynga as specified in its charter)
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Delaware |
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42-1733483 |
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(State or other jurisdiction of Incorporation or organization) |
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(I.R.S. Employer Identification No.) |
699 Eighth Street
San Francisco, CA 94103
(855) 449-9642
(Address of principal executive offices) (Zip code)
2011 Equity Incentive Plan
2011 Employee Stock Purchase Plan
(Full title of the plan)
Gerard Griffin
Zynga Inc.
699 Eighth Street
San Francisco, CA 94103
(855) 449-9642
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
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Legal Department |
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Zynga Inc. |
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699 Eighth Street |
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San Francisco, CA 94103 |
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(855) 449-9642 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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☐ (Do not check if a smaller reporting company) |
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Small 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 |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Class A common stock, $0.00000625 par value per share |
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2011 Equity Incentive Plan |
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34,826,415 |
(2) |
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3.39 |
(3) |
$ |
118,061,546.85 |
(3) |
$ |
14,698.67 |
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2011 Employee Stock Purchase Plan |
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17,413,207 |
(4) |
$ |
2.88 |
(5) |
$ |
50,150,036.16 |
(5) |
$ |
6,243.68 |
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TOTAL: |
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52,239,622 |
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N/A |
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$ |
168,211,583.01 |
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$ |
20,942.35 |
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(1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of the Class A common stock, $0.00000625 par value per share (the “Class A Common Stock”), of Zynga Inc. (“Zynga” or the “Registrant”) that become issuable under the 2011 Equity Incentive Plan, as amended on June 11, 2015 (the “2011 Plan”) and/or 2011 Employee Stock Purchase Plan, as amended on August 15, 2012 (the “2011 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that affects the Class A Common Stock. |
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(2) |
Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2011 Plan on January 1, 2018 pursuant to an “evergreen” provision contained in the 2011 Plan. Pursuant to such provision, on January 1st of each year commencing in 2012 and continuing through and including January 1, 2021, the number of shares authorized for issuance under the 2011 Plan is automatically increased by four percent (4%) of the aggregate number of shares of Zynga’s capital stock outstanding on December 31st of the preceding calendar year, or such lesser number of shares that may be determined by Zynga’s Board of Directors. |
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(3) |
Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on a per share price of $3.39, the average of the high and low prices of the Class A Common Stock on February 12, 2018, as reported on the NASDAQ Global Select Market. |
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(4) |
Represents shares of Class A Common Stock that were automatically added to the shares authorized for issuance under the 2011 ESPP on January 1, 2018 pursuant to an “evergreen” provision contained in the 2011 ESPP. Pursuant to such provision, on January 1st of each year commencing in 2012 and continuing through and including January 1, 2021, the number of shares authorized for issuance under the 2011 ESPP is automatically increased by the lesser of (i) two percent (2%) of the aggregate number of shares of Zynga’s capital stock outstanding on December 31st of the preceding calendar year, (ii) 25,000,000 shares of Class A Common Stock, or (iii) such lesser number of shares that may be determined by Zynga’s Board of Directors. |
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(5) |
Estimated in accordance with Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee based on 85% of a per share price of $2.88, the average of the high and low prices of the Class A Common Stock on February 12, 2018, as reported on the NASDAQ Global Select Market. Pursuant to the 2011 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of Class A Common Stock to be issued thereunder will be 85% of the lower of the fair market value of the Class A Common Stock on the first trading day of the offering period or on the applicable purchase date. |
Zynga is filing this Registration Statement for the purpose of registering (i) an additional 34,826,415 shares of Class A Common Stock to be issued pursuant to the 2011 Plan and (ii) an additional 17,413,207 shares of Class A Common Stock to be issued pursuant to the 2011 ESPP. These shares being registered pursuant to this Registration Statement are the same class as other securities for which earlier registration statements relating to the 2011 Plan and the 2011 ESPP were filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2011 (File No. 333-178529), August 17, 2012 (File No. 333-183406), May 2, 2013 (File No. 333-188282), November 7, 2014 (File No. 333-199959), August 7, 2015 (File No. 333-206185), May 6, 2016 (File No. 333-211201) and May 5, 2017 (File No. 333-217752) (collectively, the “Prior Registration Statements”). In accordance with General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. |
INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed by Zynga with the SEC are incorporated by reference into this Registration Statement:
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Zynga’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on February 20, 2018; and |
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The description of the Zynga’s Class A common stock which is contained in Zynga’s Registration Statement on Form 8-A filed on December 9, 2011 under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
In addition, all documents filed by Zynga pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of Zynga or document that is not deemed filed under such provisions. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) “furnished” but not filed on Form 8-K shall not be incorporated by reference into this Registration Statement. Any statement contained in a document 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 herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
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ITEM 8. |
EXHIBITS |
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Incorporated by Reference |
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Exhibit |
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Description of Exhibit |
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Form |
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File No. |
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Exhibit/ |
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Filing Date |
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Filed |
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3.1 |
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Seventeenth Amended and Restated Certificate of Incorporation of Zynga Inc. |
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8-K |
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001-35375 |
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3.1 |
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6/13/2014 |
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3.2 |
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8-K |
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001-35375 |
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3.1 |
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3/1/2016 |
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4.1 |
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S-1/A |
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333-175298 |
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4.1 |
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11/4/2011 |
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4.2 |
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Zynga Inc. 2011 Equity Incentive Plan, as amended on June 11, 2015. |
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DEF 14A |
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001-35375 |
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A |
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4/28/2015 |
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4.3 |
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S-1/A |
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333-175298 |
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10.5 |
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11/17/2011 |
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4.4 |
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10-Q |
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001-35375 |
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10.3 |
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05/08/2012 |
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4.5 |
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Form of Performance Award Agreement under Zynga Inc. 2011 Equity Incentive Plan. |
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8-K |
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001-35375 |
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10.1 |
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03/14/2014 |
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4.6 |
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Zynga Inc. 2011 Employee Stock Purchase Plan, as amended on August 15, 2012. |
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S-8 |
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333-206185 |
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4.6 |
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08/07/2015 |
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5.1 |
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X |
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23.1 |
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X |
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23.2 |
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24.1 |
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Power of Attorney (included after the signature page of this Form S-8). |
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X |
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 February 20, 2018.
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ZYNGA INC. |
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By: |
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/s/ Gerard Griffin |
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Gerard Griffin |
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Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Gibeau and Gerard Griffin, and each or any one of them, his or her true and lawful attorney-in-fact and agent, 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 any and all amendments (including post-effective amendments) to this Registration Statement, 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 to 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 any of them, or their or his or her substitutes or substitute, 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 in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Frank Gibeau |
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Chief Executive Officer and Director |
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February 20, 2018 |
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Frank Gibeau |
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(Principal Executive Officer) |
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/s/ Gerard Griffin |
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Chief Financial Officer |
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February 20, 2018 |
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Gerard Griffin |
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(Principal Financial Officer) |
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/s/ Jeffrey Buckley |
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Chief Accounting Officer |
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February 20, 2018 |
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Jeffrey Buckley |
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(Principal Accounting Officer) |
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/s/ Mark Pincus |
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Director and Executive Chairman |
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February 20, 2018 |
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Mark Pincus |
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/s/ Regina E. Dugan |
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Director |
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February 20, 2018 |
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Regina E. Dugan |
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/s/ William “Bing” Gordon |
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Director |
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February 20, 2018 |
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William “Bing” Gordon |
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/s/ Louis J. Lavigne, Jr. |
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Director |
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February 20, 2018 |
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Louis J. Lavigne, Jr. |
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/s/ Ellen F. Siminoff |
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Director |
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February 20, 2018 |
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Ellen F. Siminoff |
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/s/ Carol G. Mills |
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Director |
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February 20, 2018 |
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Carol G. Mills |
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/s/ Janice M. Roberts |
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Director |
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February 20, 2018 |
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Janice M. Roberts |
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