As filed with the Securities and Exchange Commission on April 7, 2021
Registration No. 333-_______
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
| GLOBANT S.A. | |
|
(Exact name of registrant as specified in its charter) |
|
| Grand Duchy of Luxembourg | Not Applicable |
|
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
37A, Avenue J.F. Kennedy L-1855, Luxembourg |
|
| (Address, including zip code, of Principal Executive Offices) | |
|
GLOBANT S.A. 2021 EMPLOYEE STOCK PURCHASE PLAN |
|
| (Full title of the plan) | |
|
Globant, LLC 875 Howard Street, Suite 320 San Francisco, CA 94103 Attn: Fernando Matzkin (877) 215-5230 |
Christopher C. Paci DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020-1104 (212) 335-4500 |
|
(Name, address, telephone number,
including area code, of agent for service) |
(Copies to) |
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 x | 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
|
Title
of securities to
|
Amount
to be
|
Proposed
maximum
|
Proposed
maximum
|
Amount
of
|
||||||||||||
| Common shares, nominal value $1.20 per share | 2,100,000 | $ | 210.13 | $ | 441,273,000 | $ | 48,143 | |||||||||
| (1) | Consists of 2,100,000 common shares, nominal value $1.20 per share (the “Common Shares”), of Globant S.A. (the “Registrant”) initially available for sale under the Globant S.A. 2021 Employee Stock Purchase Plan (the “ESPP”). In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) also covers an indeterminate number of Common Shares which may be offered or issued under the ESPP by reason of share splits, share dividends or similar transactions effected without the receipt of consideration which results in an increase in the number of outstanding Common Shares of the Registrant. |
| (2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act. The proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the high and low prices of the Registrant’s Common Shares as reported on the New York Stock Exchange on April 1, 2021. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by the Registrant with the Commission are incorporated herein by reference:
| (a) | Annual Report on Form 20-F for the year ended December 31, 2020 filed with the Commission on February 26, 2021; |
| (b) | Report of Foreign Private Issuer on Form 6-K, furnished to the Commission on April 2, 2021; |
| (c) | All other reports filed pursuant to Sections 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the document referred to in (a) above; and |
| (d) | Description of Common Shares of the Registrant contained or incorporated in the registration statements filed by the Registrant under the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent designated therein, Reports of Foreign Private Issuer on Form 6-K furnished by the Registrant to the Commission that are identified in such forms as being incorporated into this Registration Statement, in each case, subsequent to the initial filing date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed modified, superseded or replaced for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any subsequently filed document that also is deemed to be incorporated by reference in this Registration Statement, modifies, supersedes or replaces such statement. Any statement so modified, superseded or replaced shall not be deemed, except as so modified, superseded or replaced, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
The Registrant’s directors are not held personally liable for the indebtedness or other obligations of Globant S.A. As agents of Globant S.A., they are responsible for the performance of their duties. Subject to the exceptions and limitations set forth below and mandatory provisions of law, every person who is, or has been, a director or officer of Globant S.A. will be indemnified by Globant S.A. to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding which he or she becomes involved as a party or otherwise by virtue of his or her being or having been such a director or officer and against amounts paid or incurred by him or her in the settlement thereof. The words “claim,” “action,” “suit” or “proceeding” refer to all claims, actions, suits or proceedings (civil, criminal or otherwise including appeals) actual or threatened and the words “liability” and “expenses” include without limitation attorneys’ fees, costs, judgments, amounts paid in settlement and other liabilities.
| 1 |
No indemnification, however, will be provided to any director or officer: (i) against any liability to Globant S.A. or its shareholders by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; (ii) with respect to any matter as to which he or she shall have been finally adjudicated to have acted in bad faith and not in the interest of Globant S.A.; or (iii) in the event of a settlement, unless the settlement has been approved by a court of competent jurisdiction or by the Registrant’s board of directors.
The rights of indemnification described above are severable, do not affect any other rights to which any director or officer may otherwise be entitled, continue as to a person who has ceased to be such director or officer and inures to the benefit of the heirs, executors and administrators of such a person. Nothing contained in Globant S.A.’s Articles of Association affect any rights to indemnification to which corporate personnel, including directors and officers, may be entitled by contract or otherwise under law.
Expenses in connection with the preparation and representation of a defense of any claim, action, suit or proceeding of the character described above will be advanced by Globant S.A. prior to final disposition thereof upon receipt of any undertaking by or on behalf of the officer or director, who must repay such amount if it is ultimately determined that he is not entitled to indemnification.
The Registrant maintains an insurance policy that protects its directors and officers from liabilities incurred as a result of actions taken in their official capacity.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
| (a) | 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 of 1933, as amended (“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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
(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.
| 2 |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein 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 this 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.
(b) 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 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to 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.
(c) 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 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.
| 3 |
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 Montevideo, Uruguay, on April 7, 2021.
| GLOBANT S.A. | ||
| By: | /s/ Juan Ignacio Urthiague | |
| Juan Ignacio Urthiague | ||
| Chief Financial Officer | ||
| 4 |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of the Directors named below and Juan Ignacio Urthiague as his or her true and lawful attorney-in-fact, 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 on Form S-8 (including, without limitation, any additional registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Martín Migoya | Chairman of the Board and | April 7, 2021 | ||
| Martín Migoya | Chief Executive Officer | |||
| (Principal Executive Officer) | ||||
| /s/ Juan Ignacio Urthiague | Chief Financial Officer | April 7, 2021 | ||
| Juan Ignacio Urthiague | (Principal Financial Officer) | |||
| /s/ Yanina Maria Conti | Chief Accounting Officer | April 7, 2021 | ||
| Yanina Maria Conti | (Principal Accounting Officer) | |||
| /s/ Fernando Matzkin | Authorized Representative in the | April 7, 2021 | ||
| Fernando Matzkin | United States | |||
| /s/ Martin Gonzalo Umaran | Director and Chief of Staff | April 7, 2021 | ||
| Martin Gonzalo Umaran | ||||
| /s/ Guibert Andrés Englebienne | Director and Chief Technology Officer | April 7, 2021 | ||
| Guibert Andrés Englebienne | ||||
| /s/ Francisco Álvarez-Demalde | Director | April 7, 2021 | ||
| Francisco Álvarez-Demalde | ||||
| /s/ Mario Eduardo Vázquez | Director | April 7, 2021 | ||
| Mario Eduardo Vázquez | ||||
| /s/ Philip A. Odeen | Director | April 7, 2021 | ||
| Philip A. Odeen | ||||
| /s/ Linda Rottenberg | Director | April 7, 2021 | ||
| Linda Rottenberg | ||||
| /s/ Richard Haythornthwaite | Director | April 7, 2021 | ||
| Richard Haythornthwaite | ||||
| /s/ Maria Pinelli | Director | April 7, 2021 | ||
| Maria Pinelli |
| 5 |
Exhibit 5.1
| To the Board of Directors | ||
| of Globant S.A. | ||
| 37A, avenue John F. Kennedy, | ||
| L-1855 Luxembourg | ||
| Grand Duchy of Luxembourg | ||
| Luxembourg, 7 April 2021 | ||
| Your ref. | : / | |
| Our ref. | : 52801/ 33353565 | |
| max.kremer@arendt.com | ||
| Tel. : (352) 40 78 78-253 | ||
| Fax : (352) 40 78 04-634 | ||
Globant S.A. – S-8 Registration Statement
Ladies and Gentlemen,
We are acting as Luxembourg counsel for Globant S.A., a Luxembourg société anonyme, having its registered office at 37, avenue John F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg, registered with the Registre de Commerce et des Sociétés de Luxembourg under number B 173727, (the “Company”) in connection with the Company’s filing of a registration statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Registration Statement”) relating to the registration of two million one hundred thousand (2,100,000) ordinary shares, each with a nominal value of one US dollar and twenty cents (US$ 1.20) per share (the “Plan Shares”) which may be issued or granted by the Company under the Employee Stock Purchase Plan (as this term is defined below). The Plan Shares to be newly issued by the Company under the Employee Stock Purchase Plan are hereinafter referred to as the “New Plan Shares” whereas the Plan Shares to be granted by the Company under the Employee Stock Purchase Plan out of the treasury shares held by the Company as of the date of the present opinion are hereinafter referred to as the “Treasury Shares”.
| 1. | Scope |
In arriving to the opinions expressed below, we have examined and relied on the documents identified in Appendix A hereto as well as on such corporate records as have been disclosed to us and such certifications made to us, which we deemed necessary and appropriate as a basis for the opinions hereinafter expressed.
1
| 2. | Assumptions |
We have assumed for the purposes hereof that the Company will at all times continue to have a sufficient authorised unissued share capital and sufficient authorised unissued ordinary shares with the relevant waivers in force, to issue the New Plan Shares to be issued under the Employee Stock Purchase Plan. We have also assumed that the Company will at all times continue to have sufficient Treasury Shares to grant the Treasury Shares to be granted under the Employee Stock Purchase Plan. We have further assumed that the board of directors of the Company or its duly authorised committee or delegates will duly pass the relevant resolutions for the issue and/or grant of the Plan Shares in accordance with the Restated Articles of Association, the terms of the Employee Stock Purchase Plan and applicable law.
| 1. | For the purposes of the present opinion we have further assumed (i) the genuineness of all signatures and seals and that all documents reviewed are duly signed by the persons purported to have signed them; (ii) the completeness and conformity to originals of all documents supplied to us as certified, photostatic, scanned, electronically transmitted copies or other copies of the documents reviewed and the authenticity of the originals of such documents and the conformity to originals of the latest drafts reviewed by us; (iii) that there have been no amendments to the documents in the form delivered to us for the purposes of this opinion; (iv) that there is no other resolutions, decisions, agreement or undertaking and no other arrangement (whether legally binding or not) which renders any of the documents or information reviewed or provided to us inaccurate, incomplete or misleading or which affects the conclusions stated in this opinion and that the documents reviewed accurately record the whole of the terms agreed between the parties thereto relevant to this opinion; (v) that no proceedings have been instituted or injunction granted against the Company to restrain it from performing any of its obligations under the Employee Stock Purchase Plan and/or issue or grant the Plan Shares; (vi) that the terms used in the documents reviewed carry the meaning ascribed to them in vernacular English; (vii) that the terms governing the Employee Stock Purchase Plan are legal, valid and binding under their respective applicable laws; (viii) that the corporate bodies of the Company have approved the terms of the Employee Stock Purchase Plan, pursuant to which the Plan Shares will be issued and/or granted, in accordance with applicable laws; (ix) that upon issue of any New Plan Shares the Company will receive payment in cash or in kind of an issue price at least equal to the nominal value thereof; (x) that the New Plan Shares will be issued within the limits of the authorized share capital of the Company; (xi) that there will be no amendments to the authorised share capital of the Company which would adversely affect the issue of the New Plan Shares and the conclusions stated in this opinion; (xii) that upon issue of any Treasury Shares the Company received payment in cash or in kind of an issue price at least equal to the nominal value thereof or that the relevant Treasury Shares were issued by way of incorporation of available reserves into the share capital; (xiii) that the Treasury Shares have been legally acquired by the Company; (xiv) that the head office (administration centrale), the place of effective management (siège de direction effective), and, for the purposes of the regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast), the center of main interests (centre des intérêts principaux) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg. |
2
We express no opinion as to any laws other than the laws of the Grand Duchy of Luxembourg and this opinion is to be construed under Luxembourg law and is subject to the exclusive jurisdiction of the courts of Luxembourg.
The opinions expressed herein are subject to all limitations by reason of gestion contrôlée, concordat, faillite, bankruptcy, moratorium (sursis de paiement) and other, insolvency, moratorium, controlled management, general settlement with creditors, reorganisation or similar laws affecting creditors’ rights generally.
| 3. | Opinion |
Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that:
| 3.1. | The New Plan Shares, once subscribed, fully paid-up and issued under the Authorized Share Capital and in accordance with the Restated Articles of Association and the Employee Stock Purchase Plan, will be validly issued, fully paid and non-assessable (within the meaning that the holder of such shares shall not be liable, solely because of his or her or its shareholder status, for additional payments to the Company or the Company’s creditors). |
| 3.2. | The Treasury Shares have been validly issued, fully paid up and are non-assessable. |
| 4. | Qualifications |
This opinion speaks as of the date hereof and is subject to all limitations by reason of national or foreign bankruptcy, insolvency, winding-up, liquidation, moratorium, controlled management, suspension of payment, voluntary arrangement with creditors, fraudulent conveyance, general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally. No obligation is assumed to update this opinion or to inform any person of any changes of law or other matters coming to our knowledge and occurring after the date hereof which affect the opinion in any respect.
This opinion is issued solely for the purposes of the filing of the Registration Statement and the issuance and/or grant of the Plan Shares by the Company. It may not be used, circulated, quoted, referred to or relied upon for any other purpose without our written consent in each instance. We hereby consent to 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 U.S. Securities Act of 1933, as amended.
This Opinion is issued by and signed on behalf of Arendt & Medernach SA, admitted to practice in the Grand Duchy of Luxembourg and registered on the list V of lawyers of the Luxembourg Bar.
3
| Yours faithfully, | ||
| By and on behalf of Arendt & Medernach SA | ||
| /s/ Max Kremer | ||
| Max Kremer | ||
| Partner |
4
APPENDIX A – DOCUMENTS
| 1. | A copy of the updated articles of association of the Company as at 5 February 2021 (the “Restated Articles of Association”). |
| 2. | A scanned copy of the signed written resolutions of the board of directors of the Company dated 1st March 2021 that, among others, approved the Employee Stock Purchase Plan. |
| 3. | A scanned copy of the signed written resolutions of the compensation committee of the board of directors of the Company dated 12 March 2021 that, among others, approved the Employee Stock Purchase Plan. |
| 4. | A copy of the Terms and Conditions Governing the Globant S.A. 2021 Employee Stock Purchase Plan to be filed as exhibit 99.1 to the Registration Statement (the “Employee Stock Purchase Plan”). |
| 5. | A copy of the certificate of non-registration of a judicial decision (certificat de non-inscription d’une décision judiciaire) dated 7 April 2021 and issued by the Luxembourg Trade and Companies’ Register in relation to the Company. |
| 6. | An excerpt dated 7 April 2021 in respect of the Company issued by the Luxembourg Trade and Companies’ Register. |
5
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Globant S.A. of our report dated February 23, 2021 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Globant S.A.’s Annual Report on Form 20-F for the year ended December 31, 2020.
/s/ PRICE WATERHOUSE & CO. S.R.L
Autonomous City of Buenos Aires, Argentina
April 7, 2021
Exhibit 23.3
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 25, 2020, relating to the consolidated financial statements of Globant S.A. as of December 31, 2019 and for the years ended December 31, 2019 and 2018, appearing in the Annual Report on Form 20-F of Globant S.A. for the year ended December 31, 2020.
/s/ Deloitte & Co. S.A.
City of Buenos Aires, Argentina
April 7, 2021