As filed with the Securities and Exchange Commission on March 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ShotSpotter, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-2017431 | |
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
7979 Gateway Blvd., Ste. 210
Newark, CA 94560
(Address of principal executive offices) (Zip code)
ShotSpotter, Inc. 2017 Equity Incentive Plan
ShotSpotter, Inc. 2017 Employee Stock Purchase Plan
(Full titles of the plans)
Ralph A. Clark
Chief Executive Officer
ShotSpotter, Inc.
7979 Gateway Blvd., Ste. 210
Newark, California 94560
(510) 794-3100
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
| Jodie M. Bourdet Robert W. Phillips Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415) 693-2000 |
Ralph A. Clark Chief Executive Officer ShotSpotter, Inc. 7979 Gateway Blvd., Ste. 210 Newark, California 94560 (510) 794-3100 |
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.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
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 | ||||
| 2017 Equity Incentive Plan Common Stock, par value $0.005 per share |
1,108,943 shares (2) | $32.21 (3) | $35,719,054.03 (3) | $4,636.33 | ||||
| 2017 Employee Stock Purchase Plan Common Stock, par value $0.005 per share |
300,000 shares (4) | $32.21 (3) | $9,663,000.00 (3) | $1,254.26 | ||||
| Total |
1,408,943 shares | N/A | $45,382,054.03 | $5,890.59 | ||||
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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 common stock that become issuable under the above-named plans by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of ShotSpotter, Inc.’s (the “Registrant”) outstanding shares of common stock, par value $0.005 per share (the “Common Stock”). |
| (2) | Represents shares of Common Stock reserved for future issuance under the 2017 Plan. The 2017 Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2017 Plan on January 1st of each year, for a period of not more than 10 years, commencing on January 1, 2018 and ending on (and including) January 1, 2027, in an amount equal to the lesser of (a) 5% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year and (b) a number of shares of Common Stock designated by action of the Registrant’s board of directors prior to the first day of any calendar year. This filing covers increases occurring on January 1, 2019 and January 1, 2020. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on March 9, 2020. |
| (4) | Represents shares of Common Stock reserved for future grant under the 2017 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1st of each calendar year, beginning on January 1, 2018 and ending on and including January 1, 2027, by the lesser of (a) 2% of the total number of shares of Common Stock outstanding on December 31st of the preceding calendar year; (b) 150,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of the Registrant’s board of directors prior to the first day of any calendar year. This filing covers increases occurring on January 1, 2019 and January 1, 2020. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,108,943 shares of the common stock of ShotSpotter, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) and 300,000 shares of the common stock of the Registrant to be issued pursuant to the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”).
PART II
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) The contents of and exhibits filed with the earlier registration statement on Form S-8 (File No. 333-218712) relating to the 2017 Plan and the 2017 ESPP.
(b) The Registrant’s Annual Report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2019, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the Securities and Exchange Commission on March 13, 2020.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (b) above.
(d) The information specifically incorporated by reference into the Form 10-K from the Registrant’s definitive proxy statement relating to the Registrant’s 2019 annual meeting of stockholders, which was filed with the SEC on April 29, 2019.
(e) The description of the Registrant’s common stock which is contained in the registration statement on Form 8-A filed on June 2, 2017 (File No. 001-38107) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description
(f) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be 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 subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 8. | EXHIBITS |
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 Newark, State of California, on March 16, 2020.
| SHOTSPOTTER, INC. | ||
| By: | /s/ Ralph A. Clark | |
| Ralph A. Clark | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ralph A. Clark and Alan R. Stewart, 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 substitutes or substitute, 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 dates indicated.
| Signature |
Title |
Date | ||
| /s/ Ralph A. Clark Ralph A. Clark |
Chief Executive Officer and Director (Principal Executive Officer) |
March 16, 2020 | ||
| /s/ Alan R. Stewart Alan R. Stewart |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2020 | ||
| /s/ Pascal Levensohn Pascal Levensohn |
Director | March 16, 2020 | ||
| /s/ William J. Bratton William J. Bratton |
Director | March 16, 2020 | ||
| /s/ Thomas T. Groos Thomas T. Groos |
Director | March 16, 2020 | ||
| /s/ Randall Hawks, Jr. Randall Hawks, Jr. |
Director | March 16, 2020 | ||
| /s/ Marc Morial Marc Morial |
Director | March 16, 2020 | ||
| /s/ Merline Saintil Merline Saintil |
Director | March 16, 2020 | ||