As filed with the Securities and Exchange Commission on May 26, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VIASAT, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0174996 | |
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(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Address of Principal Executive Offices)
ViaSat, Inc. 401(k) Profit Sharing Plan
(Full Title of the Plan)
Keven K. Lippert, Esq.
Executive Vice President, General Counsel and Secretary
ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
(760) 476-2200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Craig M. Garner, Esq.
Latham & Watkins LLP
12670 High Bluff Drive
San Diego, California 92130
(858) 523-5400
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 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
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| CALCULATION OF REGISTRATION FEE | ||||||||
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Title of Each Class of Securities to be Registered |
Amount to be Registered (1) (2) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
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Common stock, $0.0001 par value |
750,000 shares | $61.37 (3) | $46,027,500 | $5,349 | ||||
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| (1) |
Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the ViaSat, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”). |
| (2) |
Pursuant to Rule 416 under the Securities Act, this registration statement also registers an indeterminate number of additional shares that may be issued pursuant to the 401(k) Plan as the result of any future stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of ViaSat, Inc. common stock. |
| (3) |
The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of ViaSat, Inc. common stock as reported on the Nasdaq Global Select Market on May 18, 2015, because the offering price of the securities to be granted in the future is not currently determinable. |
EXPLANATORY NOTE
This registration statement on Form S-8 is filed by ViaSat, Inc. (“ViaSat”) to register an additional 750,000 shares of ViaSat common stock that may be contributed to the 401(k) Plan by ViaSat in satisfaction of its company matching contribution obligations under the 401(k) Plan, which shares will be newly-issued shares. In accordance with Instruction E to Form S-8, the contents of the prior Form S-8 registration statements (Commission File Nos. 333-159708, 333-167379 and 333-182015) are incorporated herein by reference.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
ViaSat hereby incorporates the following documents in this registration statement by reference:
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ViaSat’s Annual Report on Form 10-K for the fiscal year ended April 3, 2015 filed with the Securities and Exchange Commission (“SEC”) on May 26, 2015; |
| (b) |
ViaSat’s Current Reports on Form 8-K filed with the SEC on April 8, 2015 and May 6, 2015; |
| (c) |
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) since the end of the fiscal year covered by ViaSat’s Annual Report on Form 10-K referred to in clause (a) above; |
| (d) |
The description of ViaSat common stock set forth in ViaSat’s registration statement on Form 8-A filed with the SEC on November 20, 1996, including any amendment or report filed for the purpose of updating such description; and |
| (e) |
The 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended March 31, 2014 filed with the SEC on September 16, 2014. |
In addition, all documents filed by ViaSat pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is incorporated or 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.
Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
The Exhibit Index on page 5 is incorporated herein by reference as the list of exhibits required as part of this registration statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that the registrant 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 Carlsbad, State of California, on May 22, 2015.
| ViaSat, Inc. | ||
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By: |
/s/ Mark D. Dankberg | |
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Mark D. Dankberg |
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Chairman and Chief Executive Officer |
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Each person whose signature appears below hereby constitutes and appoints Mark D. Dankberg and Keven K. Lippert, jointly and severally, his attorneys-in-fact, each with the full power of substitution, for him in any and all capacities, to sign this registration statement, and any amendments thereto (including post-effective amendments), 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 each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Mark D. Dankberg Mark D. Dankberg |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
May 22, 2015 | ||
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/s/ Shawn Duffy Shawn Duffy |
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
May 22, 2015 | ||
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/s/ Frank J. Biondi Jr. Frank J. Biondi Jr. |
Director | May 22, 2015 | ||
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/s/ Robert Bowman Robert Bowman |
Director | May 22, 2015 | ||
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/s/ Robert Johnson Robert Johnson |
Director | May 22, 2015 | ||
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/s/ B. Allen Lay B. Allen Lay |
Director | May 22, 2015 | ||
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/s/ Jeffrey Nash Jeffrey Nash |
Director | May 22, 2015 | ||
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/s/ John Stenbit John Stenbit |
Director | May 22, 2015 | ||
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/s/ Harvey White Harvey White |
Director | May 22, 2015 | ||
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Pursuant to the requirements of the Securities Act, the Plan Administrator of the ViaSat, Inc. 401(k) Profit Sharing Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on May 22, 2015.
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ViaSat, Inc. 401(k) Profit Sharing Plan |
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By: |
/s/ Keven K. Lippert |
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ViaSat, Inc., as Plan Administrator |
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By: |
Keven K. Lippert |
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Executive Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
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Exhibit Number |
Incorporated by Reference |
Filed Herewith |
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Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
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| 5.1 | Opinion of Latham & Watkins LLP | X | ||||||||||||||||||
| 5.2 | Copy of Internal Revenue Service Opinion Letter Regarding Qualification of the ViaSat, Inc. 401(k) Profit Sharing Plan under Section 401 of the Internal Revenue Code | S-8 | 333-159708 | 5.2 | June 3, 2009 | |||||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm | X | ||||||||||||||||||
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto) | X | ||||||||||||||||||
| 23.3 | Consent of Kieckhafer Schiffer & Company LLP, Independent Registered Public Accounting Firm | X | ||||||||||||||||||
| 24.1 | Power of Attorney (see signature page) | X | ||||||||||||||||||
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EXHIBIT 5.1
OPINION OF LATHAM & WATKINS LLP
May 22, 2015
ViaSat, Inc.
6155 El Camino Real
Carlsbad, California 92009
Re: Registration Statement on Form S-8; 750,000 Shares of Common Stock, par value $0.0001 per share
Ladies and Gentlemen:
We have acted as special counsel to ViaSat, Inc., a Delaware corporation (the “ Company ”), in connection with the proposed issuance by the Company of 750,000 shares (the “ Shares ”) of common stock of the Company, par value $0.0001 per share, that may be contributed by the Company in satisfaction of the Company’s matching contributions to the 401(k) Profit Sharing Plan of the Company (the “ Plan ”). The Shares are included in the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “ Act ”), filed with the Securities and Exchange Commission (the “ Commission ”) on or about May 22, 2015 (the “ Registration Statement ”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients, or certificates representing the Shares (in the form of the specimen certificate incorporated by reference as an exhibit to the Company’s most recent Annual Report on Form 10-K) have been manually signed by an authorized officer of the transfer agent and registrar therefor, and subject to the Company completing all actions and proceedings required on its part to be taken prior to the issuance of the Shares, then when the Shares have been issued by the Company in satisfaction of the Company’s matching contributions to the Plan against payment therefor (not less than par value), the issuance of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing 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 Act or the rules and regulations of the Commission thereunder.
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Very truly yours,
/S/ LATHAM & WATKINS LLP |
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ViaSat, Inc. of our report dated May 22, 2015 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in ViaSat, Inc.’s Annual Report on Form 10-K for the year ended April 3, 2015.
/S/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Diego, California
May 22, 2015
EXHIBIT 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the registration statement on Form S-8 of ViaSat, Inc. of our report dated September 16, 2014, with respect to the statements of net assets available for benefits of ViaSat, Inc. 401(k) Profit Sharing Plan as of March 31, 2014 and 2013, and the related statement of changes in net assets available for benefits for the fiscal year ended March 31, 2014, and the related supplemental schedule H, part IV, line 4i – schedule of assets (held at end of year) as of March 31, 2014 and supplemental schedule H, line 4a – schedule of delinquent participant contributions for the fiscal year ended March 31, 2014, which report appears in the March 31, 2014 annual report on Form 11-K of ViaSat, Inc. 401(k) Profit Sharing Plan.
/s/ KIECKHAFER SCHIFFER & COMPANY LLP
Irvine, California
May 22, 2015