As filed with the U.S. Securities and Exchange Commission on March 20, 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
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 Bradley M. Libuit Alex K. Kassai Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 | Aparna Bawa 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 (Do not check if a smaller reporting company) | 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
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 A Common Stock, par value $0.001 per share | ||||||||||||||||||||
| – 2019 Equity Incentive Plan | 13,936,393(2) | $107.92(4) | $1,504,015,533 | $195,222 | ||||||||||||||||
| – 2019 Employee Stock Purchase Plan | 2,787,278(3) | $91.73(5) | $255,677,011 | $33,187 | ||||||||||||||||
| Total | 16,723,671 | $1,759,692,544 | $228,409 | |||||||||||||||||
(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 Registrant’s Class A or Class B common stock 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 Registrant’s Class A or Class B common stock, as applicable.
(2) Represents (i) 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 (as amended, the “2019 Plan”).
(3) 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 Registrant’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”).
(4) Estimated in accordance with Rule 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 17, 2020.
(5) Estimated in accordance with Rule 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 17, 2020, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2019 ESPP.
EXPLANATORY NOTE
Zoom Video Communications, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 13,936,393 additional shares of its Class A common stock under 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, 2020 and (ii) 2,787,278 additional shares of its Class A common stock under 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, 2020. 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.
These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statement on Form S-8 (File No. 333-230997) (“Prior Form S-8”) was filed with the Commission on April 23, 2019.
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, 2020 filed on March 20, 2020, which contains audited financial statements for the Registrant’s latest fiscal year.
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.
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.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Form S-8 are incorporated herein by reference and made a part hereof.
ITEM 8. EXHIBITS
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Description | ScheduleForm | File Number | Exhibit | Filing Date | |||||||||||||||||||||||||||
| 4.1 | 8-K | 001-38865 | 3.1 | April 23, 2019 | ||||||||||||||||||||||||||||
| 4.1 | S-1/A | 333-230444 | 3.4 | April 8, 2019 | ||||||||||||||||||||||||||||
| 4.1 | S-1/A | 333-230444 | 4.1 | April 8, 2019 | ||||||||||||||||||||||||||||
| 5.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 23.2* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 99.1 | S-1/A | 333-230444 | 10.2 | April 8, 2019 | ||||||||||||||||||||||||||||
| 99.2 | S-1/A | 333-230444 | 10.3 | April 8, 2019 | ||||||||||||||||||||||||||||
* 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 20th day of March, 2020.
| 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 Eric S. Yuan | President, Chief Executive Officer and Director (Principal Executive Officer) | March 20, 2020 | ||||||||||||
/s/ Kelly Steckelberg Kelly Steckelberg | Chief Financial Officer (Principal Financial Officer) | March 20, 2020 | ||||||||||||
/s/ Roy Benhorin Roy Benhorin | Chief Accounting Officer (Principal Accounting Officer) | March 20, 2020 | ||||||||||||
/s/ Jonathan Chadwick Jonathan Chadwick | Director | March 20, 2020 | ||||||||||||
/s/ Carl M. Eschenbach Carl M. Eschenbach | Director | March 20, 2020 | ||||||||||||
/s/ Peter Gassner Peter Gassner | Director | March 20, 2020 | ||||||||||||
/s/ Kimberly L. Hammonds Kimberly L. Hammonds | Director | March 20, 2020 | ||||||||||||
/s/ Dan Scheinman Dan Scheinman | Director | March 20, 2020 | ||||||||||||
/s/ Santiago Subotovsky Santiago Subotovsky | Director | March 20, 2020 | ||||||||||||
/s/ Bart Swanson Bart Swanson | Director | March 20, 2020 | ||||||||||||
Exhibit 5.1
Calise Y. Cheng
+1 650 843 5172
ccheng@cooley.com
March 20, 2020
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”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 16,723,671 shares (the “Shares”) of Class A common stock, par value $0.001 per share (”Common Stock”), consisting of (a) 13,936,393 shares of Common Stock issuable pursuant to the Company’s 2019 Equity Incentive Plan (the “2019 EIP”) and (b) 2,787,278 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 Amended and Restated Certificate of Incorporation and Amended and Restated 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 and 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 prerequisite 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
Exhibit 5.1
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.
Sincerely,
Cooley LLP
By: /s/ Calise Y. Cheng
Calise Y.Cheng
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Zoom Video Communications, Inc.:
We consent to the use of our report dated March 20, 2020, with respect to the consolidated balance sheets of Zoom Video Communications, Inc. and subsidiaries as of January 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income (loss), convertible preferred stock and stockholders’ (deficit) equity, and cash flows for each of the years in the three-year period ended January 31, 2020 and the related financial statement schedule II: valuation and qualifying accounts, incorporated herein by reference.
Our report on the consolidated financial statements refers to Zoom Video Communications, Inc.’s adoption of Financial Accounting Standards Board’s Accounting Standards Codification (ASC) Topic 842, Leases, as of February 1, 2019.
/s/ KPMG LLP
San Francisco, California
March 20, 2020