As filed with the Securities and Exchange Commission on October 26, 2009
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LOGMEIN, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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20-1515952
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(State or Other Jurisdiction of Incorporation
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(I.R.S. Employer
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or Organization)
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Identification No.)
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500 Unicorn Park Drive
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Woburn, Massachusetts
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01801
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(Address of Principal Executive Offices)
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(Zip Code)
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2004 Equity Incentive Plan
2007 Stock Incentive Plan
2009 Stock Incentive Plan
(Full Title of the Plan)
Michael K. Simon
Chairman, President and Chief Executive Officer
LogMeIn, Inc.
500 Unicorn Park Drive
Woburn, Massachusetts 01801
(Name and Address of Agent For Service)
(781) 638-9050
(Telephone Number, Including Area Code, of Agent For Service)
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” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed
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Title of
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Maximum
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Maximum
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Securities to be
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Amount to be
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Offering Price Per
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Aggregate
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Amount of
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Registered
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Registered(1)
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Share
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Offering Price
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Registration Fee
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Common Stock, $0.01
par value per share
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4,055,636 shares(2)
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$
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1.25 -
$20.29
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(3)
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$
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32,556,380
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(3)
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$
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1,817
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration
statement shall be deemed to cover any additional securities that may from time to time be
offered or issued to prevent dilution resulting from stock splits, stock dividends or similar
transactions.
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(2)
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Consists of (i) 1,481,900 shares issuable under the 2004 Equity Incentive Plan, (ii)
1,621,000 shares issuable under the 2007 Stock Incentive Plan; and (iii) 952,736 shares
issuable under the 2009 Stock Incentive Plan. The number of shares subject to awards under
the 2004 Equity Incentive Plan and 2007 Stock Incentive Plan that expire, terminate or are
otherwise surrendered, canceled, forfeited or repurchased by the Company at their original
issuance price pursuant to a contractual repurchase right will be issuable under the 2009
Stock Incentive Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering
price are calculated on the basis of (a) $1.25, the exercise price of the 1,481,900 shares
subject to outstanding stock option grants under the 2004 Equity Incentive Plan, (b) $7.035,
the weighted average exercise price of the 1,621,000 shares subject to outstanding stock
option grants under the 2007 Stock Incentive Plan, at prices ranging from $1.25 to $12.10, (c)
$19.03, the exercise price of the 24,400 shares subject to outstanding stock option grants
under the 2009 Stock Incentive Plan, and (d) $20.29, the average of the high and low sale
prices of the registrant’s Common Stock on The NASDAQ Global
Market on October 19, 2009, in
accordance with Rule 457(c) under the Securities Act of 1933, as amended, for the 928,336
shares issuable under the 2009 Stock Incentive Plan which are not subject to outstanding
options.
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TABLE OF CONTENTS
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given to participants in
the plans covered by this registration statement pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the “Securities Act”).
Item 2. Registrant Information and Employee Plan Annual Information.
The written statement required by Item 2 is included in documents sent or given to
participants in the plans covered by this registration statement pursuant to Rule 428(b)(1) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements of Sections 13(a),
14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in
accordance therewith files reports, proxy statements and other information with the Securities and
Exchange Commission (the “Commission”). The following documents, which are on file with the
Commission, are incorporated in this registration statement by reference:
(a) The registrant’s latest annual report filed pursuant to Section 13(a) or 15(d) of the
Exchange Act or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act that
contains audited financial statements for the registrant’s latest fiscal year for which such
statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the document referred to in (a) above.
(c) The description of the securities contained in the registrant’s registration statement on
Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration statement and to be
part hereof from the date of the filing of such 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 the purposes of this registration statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Wilmer Cutler Pickering Hale and Dorr LLP has opined as to the legality of the securities
being offered by this registration statement.
Item 6. Indemnification of Directors and Officers.
Section 102 of the Delaware General Corporation Law permits a corporation to eliminate the
personal liability of its directors or its stockholders for monetary damages for a breach of
fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed
to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the
payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or
obtained an improper personal benefit. The registrant’s certificate of incorporation provides that
no director shall be personally liable to the registrant or its stockholders for monetary damages
for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such
liability, except to the extent that the Delaware General Corporation Law prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.
Section 145 of the Delaware General Corporation Law provides that a corporation has the power
to indemnify a director, officer, employee or agent of the corporation and certain other persons
serving at the request of the corporation in related capacities against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred
by the person in connection with an action, suit or proceeding to which he or she is or is
threatened to be made a party by reason of such position, if such person acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the
corporation, and, in any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful, except that, in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation unless and only to the
extent that the Court of Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances of the case, such person is
fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such
other court shall deem proper.
The registrant’s certificate of incorporation provides that it will indemnify each person who
was or is a party or threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative (other than an action
by or in the right of the registrant) by reason of the fact that he or she is or was, or has agreed
to become, its director or officer, or is or was serving, or has agreed to serve, at its request as
a director, officer, partner, employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise (each such person being referred
to as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such
capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such action, suit or proceeding and
any appeal therefrom, if such Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the registrant’s best interests, and, with respect to any
criminal action or proceeding, he or she had no reasonable cause to believe his or her conduct was
unlawful.
The registrant’s certificate of incorporation also provides that it will indemnify any
Indemnitee who was or is a party to an action or suit by or in the right of the registrant to
procure a judgment in the registrant’s favor by reason of the fact that the Indemnitee is or was,
or has agreed to become, the registrant’s director or officer, or is or was serving, or has agreed
to serve, at the registrant’s request as a
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director, officer, partner, employee or trustee or, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’
fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably
incurred in connection with such action, suit or proceeding, and any appeal therefrom, if the
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the registrant’s best interests, except that no indemnification shall be made with
respect to any claim, issue or matter as to which such person shall have been adjudged to be liable
to the registrant, unless a court determines that, despite such adjudication but in view of all of
the circumstances, he or she is entitled to indemnification of such expenses. Notwithstanding the
foregoing, to the extent that any Indemnitee has been successful, on the merits or otherwise, he or
she will be indemnified by the registrant against all expenses (including attorneys’ fees) actually
and reasonably incurred by him or her or on his or her behalf in connection therewith. If the
registrant does not assume the defense, expenses must be advanced to an Indemnitee under certain
circumstances.
The registrant has entered into indemnification agreements with each of its directors. In
general, these agreements provide that the registrant will indemnify the director or executive
officer to the fullest extent permitted by law for claims arising in his capacity as a director,
officer, employee or agent of the registrant provided that he acted in good faith and in a manner
that he reasonably believed to be in, or not opposed to, the registrant’s best interests and, with
respect to any criminal proceeding, had no reasonable basis to believe that his conduct was
unlawful. In the event that the registrant does not assume the defense of a claim against a
director or executive officer, the registrant will be required to advance expenses in connection
with his defense, provided that he undertakes to repay all amounts advanced if it is ultimately
determined that he is not entitled to be indemnified by the registrant.
The registrant maintains a general liability insurance policy which covers certain liabilities
of the registrant’s directors and officers arising out of claims based on acts or omissions in
their capacities as directors or officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
Item 9. Undertakings.
1.
Item
512(a)
of Regulation S-K
. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
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(iii) To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however,
that paragraphs (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each
such post-effective amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
2.
Item
512(b)
of Regulation S-K
. The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial
bona fide
offering thereof.
3.
Item
512(h)
of Regulation S-K
. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such
issue.
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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 Woburn, Commonwealth of Massachusetts, on this 26th day
of October, 2009.
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LOGMEIN, INC.
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By:
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/s/ Michael K. Simon
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Michael K. Simon
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of LogMeIn, Inc., hereby severally constitute and
appoint Michael K. Simon, James F. Kelliher and Michael J. Donahue, and each of them singly, our
true and lawful attorneys with full power to them, and each of them singly, to sign for us and in
our names in the capacities indicated below, the registration statement on Form S-8 filed herewith
and any and all subsequent amendments to said registration statement, and generally to do all such
things in our names and on our behalf in our capacities as officers and directors to enable
LogMeIn, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to said registration
statement and any and all amendments thereto.
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.
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Signature
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Title
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Date
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/s/ Michael K. Simon
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President, Chief Executive Officer
and Director (Principal Executive Officer)
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October 26, 2009
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/s/ James F. Kelliher
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Chief Financial Officer (Principal
Accounting and Financial Officer)
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October 26, 2009
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/s/ David E. Barrett
David E. Barrett
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Director
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October 26, 2009
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/s/ Steven J. Benson
Steven J. Benson
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Director
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October 26, 2009
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/s/ Kenneth D. Cron
Kenneth D. Cron
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Director
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October 26, 2009
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Signature
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Title
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Date
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/s/ Edwin J. Gillis
Edwin J. Gillis
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Director
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October 26, 2009
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/s/ Irfan Salim
Irfan Salim
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Director
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October 26, 2009
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INDEX TO EXHIBITS
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Number
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Description
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4.1(1)
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Restated Certificate of Incorporation of the Registrant
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4.2(1)
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Amended and Restated By-Laws of the Registrant
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5
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Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to
the Registrant
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23.1
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Consent of Wilmer Cutler Pickering Hale and Dorr LLP
(included in Exhibit 5)
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23.2
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Consent of Deloitte & Touche LLP
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24
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Power of attorney (included on the signature pages of this
registration statement)
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99.1(1)
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2004 Equity Incentive Plan
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99.2(1)
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2007 Stock Incentive Plan
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99.3(1)
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2009 Stock Incentive Plan
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(1)
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Previously filed with the Securities and Exchange Commission as an Exhibit to the
Registrant’s Registration Statement on Form S-1, as amended (File No. 333-148620) and
incorporated herein by reference.
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Exhibit 5
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October 26, 2009
LogMeIn, Inc.
500 Unicorn Drive
Woburn, MA 01801
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Re:
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2004 Equity Incentive Plan
2007 Stock Incentive Plan
2009 Stock Incentive Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration
Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 4,055,636
shares of common stock, $0.01 par value per share (the “Shares”), of LogMeIn, Inc., a Delaware
corporation (the “Company”), issuable under the Company’s 2004 Equity Incentive Plan, 2007 Stock
Incentive Plan and 2009 Stock Incentive Plan (collectively, the “Plans”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended
and restated to date, and originals, or copies certified to our satisfaction, of all pertinent
records of the meetings of the directors and stockholders of the Company, the Registration
Statement and such other documents relating to the Company as we have deemed material for the
purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, photostatic or other copies, the
authenticity of the originals of any such documents and the legal competence of all signatories to
such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares
in accordance with the Plans, to register and qualify the Shares for sale under all applicable
state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of
the Shares while the Registration Statement is in effect.
LogMeIn, Inc.
October 26, 2009
Page 2
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for
issuance and, when the Shares are issued and paid for in accordance with the terms and conditions
of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the
Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Securities Act. In giving such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules
and regulations of the Commission.
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Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
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By:
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/s/ Susan L. Mazur
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Susan L. Mazur, a Partner
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