As filed with the Securities and Exchange Commission on October 12, 2010
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)
     
Delaware   20-1515952
(State or Other Jurisdiction of Incorporation
or Organization)
  (I.R.S. Employer
Identification No.)
 
500 Unicorn Park Drive
Woburn, Massachusetts

(Address of Principal Executive Offices)
 
01801
(Zip Code)
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.
             
Large accelerated filer o   Accelerated filer o   Non-accelerated filer þ   Smaller reporting company o
        (Do not check if a smaller reporting company)    
CALCULATION OF REGISTRATION FEE
 
                             
 
              Proposed     Proposed        
  Title of           Maximum     Maximum        
  Securities to be     Amount to be     Offering Price Per     Aggregate Offering     Amount of  
  Registered     Registered(1)     Share     Price     Registration Fee  
 
Common Stock, $0.01 par value per share
    2,000,000 shares     $ 33.50 (2)     $ 67,000,000     $ 4,777.10  
 
     
(1)
  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.
 
   
(2)
  Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low sale prices of the registrant’s Common Stock on The NASDAQ Global Market on October 7, 2010.
 
 

 


 

STATEMENT OF INCORPORATIONS BY REFERENCE.
     This registration statement on Form S-8 is filed to register the offer and sale of an additional 2,000,000 shares of the Registrant’s common stock, $0.01 par value per share, to be issued under the Registrant’s 2009 Stock Incentive Plan. This registration statement incorporates by reference the registration statements on Form S-8, File No. 333-162664 and File No. 333-165668, filed by the Registrant with the Securities and Exchange Commission on October 26, 2009 and March 24, 2010, respectively.
      Item 8. Exhibits.
     The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.

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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 12th day of October, 2010.
         
  LOGMEIN, INC.
 
 
  By:   /s/ Michael K. Simon    
    Michael K. Simon   
    President and Chief Executive Officer   
 
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.
         
Signature   Title   Date
 
       
/s/ Michael K. Simon
 
Michael K. Simon
  President, Chief Executive Officer and Director
(Principal Executive Officer)
  October 12, 2010 
 
       
/s/ James F. Kelliher
 
James F. Kelliher
  Chief Financial Officer
(Principal Accounting and Financial Officer)
  October 12, 2010 
 
       
/s/ David E. Barrett
 
David E. Barrett
  Director   October 12, 2010 
 
       
/s/ Steven J. Benson
 
Steven J. Benson
  Director   October 12, 2010 
 
       
/s/ Michael J. Christenson
 
Michael J. Christenson
  Director   October 12, 2010 

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Signature   Title   Date
 
       
/s/ Edwin J. Gillis
 
Edwin J. Gillis
  Director   October 12, 2010 
 
       
/s/ Irfan Salim
 
Irfan Salim
  Director   October 12, 2010 

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INDEX TO EXHIBITS
     
Number   Description
4.1(1)
  Restated Certificate of Incorporation of the Registrant
 
   
4.2(1)
  Amended and Restated By-Laws of the Registrant
 
   
5
  Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
 
   
23.1
  Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
 
   
23.2
  Consent of Deloitte & Touche LLP
 
   
24
  Power of attorney (included on the signature pages of this registration statement)
 
   
99(1)
  2009 Stock Incentive Plan
 
(1)   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
 
    (WILMERHALE LOGO)
     
October 12, 2010   WilmerHale Venture Group
     
LogMeIn, Inc.
500 Unicorn Drive
Woburn, MA 01801
  +1 781 966 2000 (t)
+1 781 966 2100 (f)
wilmerhale.com
Re: 2009 Stock Incentive Plan
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 2,000,000 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 2009 Stock Incentive Plan (the “Plan”).
     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 Plan, 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.
     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.
                                         
Wilmer Cutler Pickering Hale and Dorr llp , 1100 Winter Street, Waltham, Massachusetts 02451
Beijing   Berlin   Boston   Brussels   Frankfurt   London   Los Angeles   New York   Oxford   Palo Alto Waltham   Washington

 


 

(WILMERHALE LOGO)
LogMeIn Inc.
October 12, 2010
Page 2
     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 Plan, 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.
         
  Very truly yours,

WILMER CUTLER PICKERING
HALE AND DORR LLP
 
 
  By:   /s/ Susan L. Mazur    
    Susan L. Mazur, a Partner   
       

 

         
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 26, 2010, relating to the consolidated financial statements of LogMeIn, Inc. appearing in the Annual Report on Form 10-K of LogMeIn, Inc. for the year ended December 31, 2009.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
October 12, 2010