As filed with the Securities and Exchange Commission on February 20, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 25th Floor
San Francisco, California 94105
(415) 399-2580
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plans)
David A. Yovanno
Chief Executive Officer and Director
Marin Software Incorporated
123 Mission Street, 25th 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:
| Jeffrey R. Vetter, Esq. Michael A. Brown, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 |
Stephen Kim, Esq. General Counsel Marin Software Incorporated 123 Mission Street, 25th 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,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
|
To Be Registered |
Amount To Be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Fee | ||||
| Common Stock, $0.001 par value per share |
||||||||
| - Reserved for future issuance under the 2013 Equity Incentive Plan |
1,792,246(2) | $6.97(3) | $12,491,955 | $1,452 | ||||
| - Reserved for future issuance under the 2013 Employee Stock Purchase Plan |
358,449(4) | $5.92(5) | $2,122,019 | $247 | ||||
| TOTAL |
2,150,695 | N/A | $14,613,974 | $1,699 | ||||
|
| ||||||||
|
| ||||||||
| (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 additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 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 ten years following the Registrant’s 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 Registrant’s common stock as reported on the New York Stock Exchange on February 12, 2015. |
| (4) | Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 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 ten years following the Registrant’s 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 Registrant’s common stock as reported on the New York Stock Exchange on February 12, 2015. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s 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 with the Securities and Exchange Commission (the “Commission”) to register:
| (i) | 1,792,246 additional shares of common stock under the Registrant’s 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, 2015; and |
| (ii) | 358,449 additional shares of common stock under the Registrant’s 2013 Employee Stock Purchase Plan, pursuant to the provisions of the Registrant’s 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, 2015. |
This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on March 22, 2013 (Registration No. 333-187459) and the Registrant’s registration statement on Form S-8 filed with the Commission on February 28, 2014 (Registration No. 333-194250). 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 8. Exhibits.
The following exhibits are filed herewith:
| Exhibit | Incorporated by Reference | Filed | ||||||||||
| Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Herewith | ||||||
| 4.1 | Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-35838 | 3.1 | 5/9/2013 | |||||||
| 4.2 | Restated Bylaws of the Registrant. | 10-Q | 001-35838 | 3.2 | 5/9/2013 | |||||||
| 4.3 | Form of Common Stock Certificate. | S-1 | 333-186669 | 4.1 | 3/15/2013 | |||||||
| 5.1 | Opinion of Fenwick & West LLP. | X | ||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
X | ||||||||||
| 23.2 | Consent of Fenwick & West LLP (included in Exhibit 5.1). |
X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
X | ||||||||||
| 99.1 | 2013 Equity Incentive Plan and forms of stock option agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement. |
S-1 | 333-186669 | 10.3 | 3/4/2013 | |||||||
| 99.2 | 2013 Employee Stock Purchase Plan and form of subscription agreement. |
S-1 | 333-186669 | 10.4 | 3/4/2013 | |||||||
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 20th day of February, 2015.
| MARIN SOFTWARE INCORPORATED | ||
| By: | /s/ David A. Yovanno | |
| David A. Yovanno 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 David A. Yovanno and John A. Kaelle, 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/ David A. Yovanno |
Chief Executive Officer and Director | February 20, 2015 | ||
| David A. Yovanno | (Principal Executive Officer) | |||
| /s/ John A. Kaelle |
Chief Financial Officer | February 20, 2015 | ||
| John A. Kaelle | (Principal Accounting and Financial Officer) | |||
| /s/ Christopher Lien |
Executive Chairman and Director | February 20, 2015 | ||
| Christopher Lien | ||||
| /s/ L. Gordon Crovitz |
Director | February 20, 2015 | ||
| L. Gordon Crovitz | ||||
| /s/ Bruce Dunlevie |
Lead Independent Director | February 20, 2015 | ||
| Bruce Dunlevie | ||||
| /s/ Donald Hutchison |
Director | February 20, 2015 | ||
| Donald Hutchison | ||||
| /s/ James Barrese |
Director | February 20, 2015 | ||
| James Barrese | ||||
| /s/ Allan Leinwand |
Director | February 20, 2015 | ||
| Allan Leinwand | ||||
| /s/ Paul Auvil |
Director | February 20, 2015 | ||
| Paul Auvil | ||||
| /s/ Daina Middleton |
Director | February 20, 2015 | ||
| Daina Middleton | ||||
EXHIBIT INDEX
| Exhibit | Incorporated by Reference | Filed | ||||||||||
| Number |
Exhibit Description | Form | File No. | Exhibit | Filing Date | Herewith | ||||||
| 4.1 | Restated Certificate of Incorporation of the Registrant. | 10-Q | 001-35838 | 3.1 | 5/9/2013 | |||||||
| 4.2 | Restated Bylaws of the Registrant. | 10-Q | 001-35838 | 3.2 | 5/9/2013 | |||||||
| 4.3 | Form of Common Stock Certificate. | S-1 | 333-186669 | 4.1 | 3/15/2013 | |||||||
| 5.1 | Opinion of Fenwick & West LLP. | X | ||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. |
X | ||||||||||
| 23.2 | Consent of Fenwick & West LLP (included in Exhibit 5.1). |
X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). |
X | ||||||||||
| 99.1 | 2013 Equity Incentive Plan and forms of stock option agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement. |
S-1 | 333-186669 | 10.3 | 3/4/2013 | |||||||
| 99.2 | 2013 Employee Stock Purchase Plan and form of subscription agreement. |
S-1 | 333-186669 | 10.4 | 3/4/2013 | |||||||