As filed with the Securities and Exchange Commission on May 28, 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
New Relic, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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26-2017431
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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188 Spear Street, Suite 1200
San Francisco, CA 94105
(Address of principal executive offices) (Zip code)
New Relic,
Inc. 2014 Equity Incentive Plan
New Relic, Inc. 2014 Employee Stock Purchase Plan
(Full titles of the plans)
Lewis Cirne
Chief
Executive Officer
New Relic, Inc.
188 Spear Street, Suite 1200
San Francisco, California 94105
(650) 777-7600
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
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David G. Peinsipp, Esq.
Cooley LLP
101 California
Street, 5
th
Floor
San Francisco, California 94111
(415) 693-2000
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Robin J. Schulman, Esq.
Vice President, General Counsel, and Secretary
New Relic, Inc.
188 Spear
Street, Suite 1200
San Francisco, California 94105
(650) 777-7600
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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.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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2014 Equity Incentive Plan
Common Stock, par value $0.001 per share
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2,355,847 shares (2)
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$32.49 (3)
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$76,529,690 (3)
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$8,893
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2014 Employee Stock
Purchase Plan
Common Stock, par value $0.001 per share
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471,169 shares (4)
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$32.49 (3)
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$15,308,281 (3)
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$1,779
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Total
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2,827,016 shares
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$91,837,971
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$10,672
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become
issuable under the plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.
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(2)
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Represents shares of Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) on April 1,
2015 pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2014 Plan automatically increases on April 1 of each year, starting on
April 1, 2015 and continuing through April 1, 2024, by 5% of the total number of shares of the Registrant’s capital stock outstanding on March 31st of the preceding fiscal year, or a lesser number of shares determined by the
Registrant’s board of directors.
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(3)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $32.49 per share, the average of the high and low prices of the Registrant’s Common
Stock on May 21, 2015 as reported on the New York Stock Exchange.
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(4)
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Represents shares of Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on
April 1, 2015 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2014 ESPP automatically increases on April 1st of each year, starting
on April 1, 2015 and continuing through April 1, 2024, by the lesser of: (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on March 31st of the preceding fiscal year, (ii) 500,000
shares, or (iii) such lesser number of shares determined by the Registrant’s board of directors.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by New Relic, Inc. (the “Registrant”) for the purpose of registering
additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the same benefit plans is effective. The additional shares of Registrant’s Common Stock being registered have become reserved
for issuance as a result of the operation of the “evergreen” provisions in each of the 2014 Equity Incentive Plan (“2014 Plan”) and 2014 Employee Stock Purchase Plan (“2014 ESPP”), which provide that the total number of
shares subject to such plans will be increased on the first day of each fiscal year pursuant to a specified formula. The Registrant previously registered shares of its Common Stock for issuance under the 2014 Plan and 2014 ESPP under a Registration
Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2014 (File No. 333-201024). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates
by reference the contents of that Registration Statement.
PART II
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ITEM 3.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed by the
Registrant with the Commission are incorporated by reference into this Registration Statement:
(a)
The contents of the earlier
registration statement on Form S-8 relating to the 2014 Plan and 2014 ESPP, previously filed with the Commission on December 17, 2014 (File No. 333-201024).
(b)
The Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2015 filed with the Commission on
May 28, 2015.
(c)
The Registrant’s Current Report on Form 8-K filed with the Commission on May 12, 2015 (excluding
the information furnished thereunder pursuant to Items 2.02 and 9.01 and Exhibit 99.1).
(d)
The description of Registrant’s
Common Stock which is contained in a registration statement on Form 8-A filed on December 3, 2014 (File No. 001-36766) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for
the purpose of updating such description.
(e)
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 that indicates that all securities offered have been sold or that 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.
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (filed with the Commission on May 28, 2015 as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36766) and incorporated herein by
reference).
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2
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4.2
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Amended and Restated Bylaws of the Registrant (filed with the Commission on November 10, 2014 as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200078) and incorporated herein by
reference).
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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99.1
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New Relic, Inc. 2014 Equity Incentive Plan and related form agreements (filed with the Commission on December 17, 2014 as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and
incorporated herein by reference).
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99.2
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New Relic, Inc. 2014 Employee Stock Purchase Plan (filed with the Commission on December 17, 2014 as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and incorporated herein by
reference).
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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 Francisco, State of California, on
May 28, 2015.
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New Relic, Inc.
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By:
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/s/ Lewis
Cirne
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Lewis Cirne
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Chief Executive Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person whose signature appears below constitutes and appoints Lewis Cirne and Mark Sachleben, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, 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.
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Name
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Title
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Date
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/s/ Lewis
Cirne
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Chief Executive Officer and Director
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May 28, 2015
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Lewis Cirne
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(Principal Executive Officer)
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/s/ Mark
Sachleben
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Chief Financial Officer
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May 28, 2015
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Mark Sachleben
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(Principal Financial and Accounting Officer)
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/s/ Peter
Fenton
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Chairman and Director
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May 28, 2015
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Peter Fenton
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/s/ Peter L.S.
Currie
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Director
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May 28, 2015
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Peter L.S. Currie
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/s/ Sarah
Friar
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Director
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May 28, 2015
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Sarah Friar
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/s/ Adam
Messinger
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Director
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May 28, 2015
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Adam Messinger
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/s/ Dan
Scholnick
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Director
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May 28, 2015
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Dan Scholnick
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (filed with the Commission on May 28, 2015 as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36766) and incorporated herein by
reference).
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4.2
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Amended and Restated Bylaws of the Registrant (filed with the Commission on November 10, 2014 as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200078) and incorporated herein by
reference).
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on the signature page).
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99.1
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New Relic, Inc. 2014 Equity Incentive Plan and related form agreements (filed with the Commission on December 17, 2014 as Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and
incorporated herein by reference).
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99.2
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New Relic, Inc. 2014 Employee Stock Purchase Plan (filed with the Commission on December 17, 2014 as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and incorporated herein by
reference).
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Exhibit 5.1
David G. Peinsipp
Cooley LLP
101 California Street
5th Floor
San Francisco, California 94111-5800
May 28, 2015
New Relic, Inc.
188 Spear Street, Suite 1200
San Francisco, CA 94105
Ladies and Gentlemen:
We have acted as counsel to New Relic, Inc., a Delaware corporation (the “
Company
”), 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 an aggregate of 2,827,016 shares of the Company’s Common Stock, par value $0.001 per
share, including (a) 2,355,847 shares of Common Stock (the “
2014 EIP Shares
”) pursuant to the Company’s 2014 Equity Incentive Plan (the “
2014 EIP
”) and (c) 471,169 shares of Common Stock
(the “
2014 ESPP Shares
”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “
2014 ESPP
”, and together with the 2014 EIP, the “
Plans
”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans,
(c) the Company’s Certificates of Incorporation and Bylaws, as in effect as of the date the Plans, (d) the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws, each as currently in effect
and (e) such other documents, records, 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, and the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a 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 sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any
particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2014 EIP Shares and the 2014 ESPP Shares, when sold and issued in
accordance with the 2014 EIP and the 2014 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except 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).
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
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Sincerely,
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Cooley
LLP
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By:
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/s/ David G. Peinsipp
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David G. Peinsipp
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