As filed with the U.S. Securities and Exchange Commission on March 3, 2023 | ||||||||||||||
Registration No. 333- | ||||||||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zoom Video Communications, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 61-1648780 | |||||||
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
55 Almaden Blvd, 6th Floor
San Jose, California 95113
(888) 799-9666
(Address of principal executive offices) (Zip code)
Zoom Video Communications, Inc. 2019 Equity Incentive Plan
Zoom Video Communications, Inc. 2019 Employee Stock Purchase Plan
(Full titles of the plans)
_____________________________________
Eric S. Yuan
President and Chief Executive Officer
Zoom Video Communications, Inc.
55 Almaden Blvd, 6th Floor
San Jose, California 95113
(888) 799-9666
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Jon C. Avina Calise Y. Cheng Alex K. Kassai Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 | Jeffrey C. True General Counsel 55 Almaden Blvd, 6th Floor San Jose, CA 95113 (888) 799-9666 | |||||||
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 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.
EXPLANATORY NOTE
Zoom Video Communications, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 14,691,142 additional shares of its Class A common stock under its 2019 Equity Incentive Plan (the "2019 Plan"), pursuant to the provisions of the 2019 Plan providing for an automatic increase in the number of shares Class A common stock reserved and available for issuance under the 2019 Plan on February 1, 2023 and (ii) 2,938,228 additional shares of its Class A common stock under its 2019 Employee Stock Purchase Plan (the "2019 ESPP"), pursuant to the provisions of 2019 ESPP providing for an automatic increase in the number of shares of Class A common stock reserved and available for issuance under the 2019 ESPP on February 1, 2023. 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.
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on April 23, 2019 (File No. 333-230997), March 20, 2020 (File No. 333-237348), March 18, 2021 (File No. 333-254444) and March 8, 2022 (File No. 333-263354) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(i) The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed on March 3, 2023 (the "Annual Report"), which contains audited financial statements for the Registrant’s latest fiscal year, including the information to be incorporated by reference into the Annual Report from the Registrant’s definitive proxy statement on Schedule 14A, to be filed with the Commission.
(ii) The description of the Registrant’s Class A Common Stock which is contained in a registration statement on Form 8-A filed on April 8, 2019 (File No. 001-38865) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Annual Report.
(iii) 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
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-38865 | 3.1 | April 23, 2019 | ||||||||||||||||||||||||||||
| 4.2 | 10-K | 001-38865 | 3.2 | March 3, 2023 | ||||||||||||||||||||||||||||
| 4.3 | S-1/A | 333-230444 | 4.1 | April 8, 2019 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 99.1 | 10-Q | 001-38865 | 10.2 | November 23, 2022 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-230444 | 10.3 | April 8, 2019 | ||||||||||||||||||||||||||||
| 107* | ||||||||||||||||||||||||||||||||
* Filed herewith
SIGNATURES
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 Jose, State of California, on this 3rd day of March, 2023.
| ZOOM VIDEO COMMUNICATIONS, INC. | ||||||||
| By: | /s/ Eric S. Yuan | |||||||
| Eric S. Yuan | ||||||||
| President and Chief Executive Officer | ||||||||
| (Principal Executive Officer) | ||||||||
POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Eric S. Yuan, Kelly Steckelberg and Aparna Bawa, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or 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 his, her 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 dates indicated.
| Signature | Title | Date | ||||||||||||
/s/ Eric S. Yuan | President, Chief Executive Officer and Director (Principal Executive Officer) | March 3, 2023 | ||||||||||||
| Eric S. Yuan | ||||||||||||||
/s/ Kelly Steckelberg | Chief Financial Officer (Principal Financial Officer) | March 3, 2023 | ||||||||||||
| Kelly Steckelberg | ||||||||||||||
/s/ Shane Crehan | Chief Accounting Officer (Principal Accounting Officer) | March 3, 2023 | ||||||||||||
| Shane Crehan | ||||||||||||||
/s/ Jonathan Chadwick | Director | March 3, 2023 | ||||||||||||
| Jonathan Chadwick | ||||||||||||||
/s/ Peter Gassner | Director | March 3, 2023 | ||||||||||||
Peter Gassner | ||||||||||||||
/s/ Cindy L. Hoots | Director | March 3, 2023 | ||||||||||||
| Cindy L. Hoots | ||||||||||||||
/s/ William R. McDermott | Director | March 3, 2023 | ||||||||||||
| William R. McDermott | ||||||||||||||
/s/ Herbert Raymond McMaster | Director | March 3, 2023 | ||||||||||||
| Herbert Raymond McMaster | ||||||||||||||
/s/ Janet Napolitano | Director | March 3, 2023 | ||||||||||||
| Janet Napolitano | ||||||||||||||
/s/ Dan Scheinman | Director | March 3, 2023 | ||||||||||||
| Dan Scheinman | ||||||||||||||
| /s/ Santiago Subotovsky | Director | March 3, 2023 | ||||||||||||
Santiago Subotovsky | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
Zoom Video Communications, Inc.
| Table 1 – Newly Registered Securities | |||||||||||||||||||||||
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Class A common stock | Other(2) | 14,691,142(3) | $70.11(2) | $1,029,995,965.62 | .00011020 | $113,505.56 | ||||||||||||||||
| Equity | Class A common stock | Other(4) | 2,938,228(5) | $59.59(4) | $175,089,006.52 | .00011020 | $19,294.81 | ||||||||||||||||
| Total Offering Amounts | – | $1,205,084,972.14 | – | $132,800.37 | |||||||||||||||||||
| Total Fees Previously Paid | – | – | – | – | |||||||||||||||||||
| Total Fee Offsets | – | – | – | $132,800.37 | |||||||||||||||||||
| Net Fee Due | – | – | – | $0 | |||||||||||||||||||
(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of Class A common stock of Zoom Video Communications, Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock, as applicable.
(2) Estimated in accordance with Rules 457(c) and (h) 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 Class A common stock as reported on the Nasdaq Global Select Market on March 2, 2023.
(3) Represents an automatic annual increase equal to 5% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on January 31 of the preceding fiscal year, which annual increase is provided by the Registrant’s 2019 Equity Incentive Plan.
(4) Estimated in accordance with Rules 457(c) and (h) 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 Class A common stock as reported on the Nasdaq Global Select Market on March 2, 2023, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”).
(5) Represents an automatic increase equal to 1% of the total number of shares of the Registrant’s Class A common stock and Class B common stock outstanding on January 31 of the preceding fiscal year, which annual increase is provided by the 2019 ESPP.
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||||||||||||||||||||||||
Rules 457(b) and 0-11(a)(2) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||
Fee Offset Sources | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | -- | ||||||||||||||||||||||||
Rule 457(p) | |||||||||||||||||||||||||||||||||||
Fee Offset Claims(1) | Zoom Video Communications, Inc. | S-4 | 333-258815 | August 13, 2021 | $132,800.37(1) | Equity | Class A Common Stock | 43,673,988 shares | $15,057,382,692.48 | ||||||||||||||||||||||||||
Fee Offset Sources(1) | Zoom Video Communications, Inc. | S-4 | 333-258815 | August 13, 2021 | $132,800.37(1)(2) | ||||||||||||||||||||||||||||||
(1) The Registrant previously registered $15,057,382,692.48 in aggregate offering amount of Class A common stock pursuant to the Registration Statement on Form S-4 (File Number 333-258815) filed on August 13, 2021, as amended by Pre-Effective Amendment No. 1 filed on August 26, 2021 (the “Prior Registration Statement”). The Registrant has withdrawn the Prior Registration Statement and no securities were sold thereunder.
(2) The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Prior Registration Statement was $1,642,760.45. Pursuant to Rule 457(p) under the Securities Act, the Registrant offset $192,507.12 of the total registration fees due under its Registration Statement on Form S-8 (File Number 333-263354), filed on March 8, 2022, against the fees previously paid in connection with the Prior Registration Statement, leaving a remaining balance of $1,450,253.33 available for future fee offsets by the Registrant. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $132,800.37 from the fees previously paid in connection with the Prior Registration Statement, with $1,317,452.96 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement.
Exhibit 5.1
Calise Y. Cheng
+1 650 843 5172
ccheng@cooley.com
March 3, 2023
Zoom Video Communications, Inc.
55 Almaden Boulevard, 6th Floor
San Jose, CA 95113
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Zoom Video Communications, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 17,629,370 shares (the “Shares”) of Class A common stock, par value $0.001 per share (”Common Stock”), consisting of (a) 14,691,142 shares of Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 EIP”) and (b) 2,938,228 shares of Common Stock issuable pursuant to the Company’s 2019 Employee Stock Purchase Plan (together with the 2019 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, certificates, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Exhibit 5.1
Sincerely,
Cooley LLP
By: /s/ Calise Y. Cheng
Calise Y. Cheng
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 3, 2023, with respect to the consolidated financial statements of Zoom Video Communications, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
San Francisco, California
March 3, 2023