Form S8
As filed with the Securities and Exchange Commission on March 12, 2015
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
______________________
Castlight Health, Inc.
(Exact name of Registrant as specified in its charter)
|
| | |
Delaware | | 26-1989091 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
Two Rincon Center
121 Spear Street, Suite 300
San Francisco, CA 94105
(415) 829-1400
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
|
|
2014 Equity Incentive Plan |
(Full title of plans)
______________________
John C. Doyle
Chief Financial Officer
Castlight Health, Inc.
Two Rincon Center
121 Spear Street, Suite 300
San Francisco, CA 94105
(415) 829-1400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
______________________
Please send copies of all communications to:
Robert A. Freedman, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 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. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|
| |
Large accelerated filer | Accelerated filer |
Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company |
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 |
Class B Common Stock, $0.0001 par value per share | 4,559,569(2) | $7.35(3) | $33,512,832.15(3) | $3,894.20(3) |
(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 Class B Common Stock that become issuable under the Registrant’s 2014 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Class B Common Stock.
| |
(2) | Represents additional shares reserved for issuance under the 2014 Equity Incentive Plan as of the date of this Registration Statement. |
| |
(3) | Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class B Common Stock as reported on the New York Stock Exchange on March 5, 2015. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Castlight Health, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 4,559,569 additional shares of Class B Common Stock under the Registrant’s 2014 Equity Incentive Plan (“EIP”), pursuant to the provisions of the EIP providing for an automatic increase in the number of shares reserved for issuance under the EIP. 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 14, 2014 (Registration No. 333-194566). 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 the Form S-8 has been omitted from this Registration Statement.
PART II
Information Required in the Registration Statement
Item 8.Exhibits.
|
| | | | | | |
| | Incorporated by Reference | |
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith |
| | | | | | |
4. 1 | Restated Certificate of Incorporation of the Registrant, as currently in effect. | 10-Q | 001-36330 | 3.1 | 5/12/2014 | |
4.2 | Amended and Restated Bylaws of the Registrant, as currently in effect. | 10-Q | 001-36330 | 3.2 | 5/12/2014 | |
4.3 | Form of Registrant’s Class B common stock certificate. | S-1/A | 333-193840 | 4.1 | 3/3/2014 | |
4.4 | 2014 Equity Incentive Plan and forms of award agreements. | S-1/A | 333-193840 | 10.3 | 3/3/2014 | |
5.1 | Opinion and Consent of Fenwick & West LLP. | | | | | X |
23.1 | Consent of Ernst & Young, 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 (incorporated by reference to Page II-2 of this Registration Statement). | | | | | X |
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 12th day of March, 2015.
Castlight Health, Inc.
By: /s/ Giovanni M. Colella
Giovanni M. Colella
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Castlight Health, Inc., a Delaware corporation, do hereby constitute and appoint Giovanni M. Colella and John C. Doyle, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall 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.
|
| | |
Signature | Title | Date |
/s/ Giovanni M. Colella Giovanni M. Colella | Chief Executive Officer and Director (Principal Executive Officer) | March 12, 2015 |
/s/ John C. Doyle John C. Doyle | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 12, 2015 |
/s/ Bryan Roberts Bryan Roberts | Chairman of the Board of Director and Co-Founder | March 12, 2015 |
/s/ David Ebersman David Ebersman | Director | March 12, 2015 |
/s/ Ann Lamont Ann Lamont | Director | March 12, 2015 |
/s/ Ed Park Ed Park | Director | March 12, 2015 |
/s/ David B. Singer David B. Singer | Director | March 12, 2015 |
/s/ Steve Singh Steve Singh | Director | March 12, 2015 |
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, as currently in effect. | 10-Q | 001-36330 | 3.1 | 5/12/2014 | |
4.2 | Amended and Restated Bylaws of the Registrant, as currently in effect. | 10-Q | 001-36330 | 3.2 | 5/12/2014 | |
4.3 | Form of Registrant’s Class B common stock certificate. | S-1/A | 333-193840 | 4.1 | 3/3/2014 | |
4.4 | 2014 Equity Incentive Plan and forms of award agreements. | S-1/A | 333-193840 | 10.3 | 3/3/2014 | |
5.1 | Opinion and Consent of Fenwick & West LLP. | | | | | X |
23.1 | Consent of Ernst & Young, 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 (incorporated by reference to Page II-2 of this Registration Statement). | | | | | X |