As filed with the Securities and Exchange Commission on June 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
ALARM.COM HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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26-4247032
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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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8150 Leesburg Pike
Vienna, Virginia 22182
(Address of principal executive offices)(zip code)
Alarm.com
Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan
Alarm.com Holdings, Inc. 2015 Equity Incentive Plan
Alarm.com Holdings, Inc. 2015 Employee Stock Purchase Plan
(Full titles of the plans)
Stephen
Trundle
President and Chief Executive Officer
Alarm.com Holdings, Inc.
8150 Leesburg Pike
Vienna, Virginia 22182
Tel: (877) 389-4033
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Eric
Jensen
Nicole Brookshire
Peyton Worley
Cooley LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 937-2300
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(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, par value $0.01 per share
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9,499,556 shares
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$3.93-14.00
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$96,746,255.08
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$11,241.91
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock,
par value $0.01 per share (the “
Common Stock
”) that become issuable under the Alarm.com Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan (the “
2009 Plan
”), the Alarm.com Holdings, Inc.
2015 Equity Incentive Plan (the “
2015 EIP
”) and the Alarm.com Holdings, Inc. 2015 Employee Stock Purchase Plan (the “
2015 ESPP
”) by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering
price are based upon (a) $3.93, which is the weighted-average exercise price for outstanding options granted under the 2009 Plan and (b) $14.00, which is the initial public offering price of the Common Stock as set forth in the
Registrant’s Registration Statement on Form S-1 (File
No. 333-204428)
declared effective on June 25, 2015. The chart below details the calculations of the registration fee.
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Securities
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Number of Shares
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Offering Price
Per Share(2)
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Aggregate
Offering Price
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Shares issuable upon the exercise of outstanding options granted under the 2009 Plan and potential
roll-over to the 2015 EIP
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3,599,556
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$3.93(2)(a)
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$14,146,255.08
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Shares reserved for future grant under the 2015 EIP
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4,700,000
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$14.00(2)(b)
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$65,800,000.00
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Shares reserved for future grant under the 2015 ESPP
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1,200,000
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$14.00(2)(b)
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$16,800,000.00
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Proposed Maximum Aggregate Offering Price
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$96,746,255.08
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Registration Fee
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$11,241.91
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in
accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the plans covered by this Registration Statement as
specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE
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The following documents filed by Alarm.com
Holdings, Inc. (the “
Registrant
”) with the U.S. Securities and Exchange Commission (the “
Commission
”) are incorporated by reference into this Registration Statement:
(a)
The Registrant’s prospectus filed with the Commission on June 26, 2015 pursuant to Rule 424(b) under the
Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-204428), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and
(b)
The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on
Form 8-A filed on June 19, 2015 (File No. 001-0001193125) under the Securities Exchange Act of 1934, as amended (the
“
Exchange Act
”), including any amendment or report filed for the purpose of updating
such description.
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 on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which 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; provided, however, that documents, reports and
definitive proxy or information statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
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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ITEM 4.
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DESCRIPTION OF SECURITIES
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Not applicable.
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
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Not applicable.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers under certain circumstances and subject to certain
limitations. The terms of Section 145 of the Delaware General Corporation Law are sufficiently broad to permit indemnification under certain circumstances for liabilities, including
reimbursement of expenses incurred, arising under the Securities Act.
The Registrant’s amended and restated certificate of
incorporation to be effective upon the closing of the Registrant’s initial public offering contains provisions that eliminate the liability of its directors for monetary damages to the fullest extent under applicable law.
The Registrant’s amended and restated bylaws to be effective upon the closing of the Registrant’s initial public offering provide
that:
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the Registrant is required to indemnify its directors and executive officers to the fullest extent permitted by law;
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the Registrant may indemnify its other officers, employees and agents to the extent not prohibited by law;
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the Registrant is required upon satisfaction of certain conditions to advance expenses, as incurred, to its directors and executive officers in connection with a legal proceeding to the fullest extent permitted by law;
and
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the rights conferred in the amended and restated bylaws are not exclusive.
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In addition, the
Registrant has entered, and intends to continue to enter, into indemnification agreements with each of its current directors and executive officers. These agreements provide for the indemnification of directors and executive officers for all
expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the Registrant, subject to certain exceptions.
The Registrant currently carries liability insurance for its directors and officers for securities matters.
The indemnification provisions in the Registrant’s amended and restated certificate of incorporation and amended and restated bylaws and
the indemnification agreements entered into or to be entered into between the Registrant and each of its directors and executive officers is sufficiently broad to permit indemnification of the Registrant’s directors and executive officers for
liabilities arising under the Securities Act.
See also the undertakings set out in response to Item 9 hereof.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED
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Not applicable.
The following exhibits are filed herewith:
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Exhibit
Number
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Description
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4.1 (1)
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Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
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4.2 (2)
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Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon closing of the Registrant’s initial public offering.
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4.3 (3)
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Amended and Restated Bylaws of the Registrant, as currently in effect.
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4.4 (4)
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Form of Amended and Restated Bylaws of the Registrant to be in effect upon closing of the Registrant’s initial public offering
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4.5 (5)
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Form of common stock certificate of the Registrant.
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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 Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1 (6)
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Alarm.com Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan, Form of Non-Qualified Stock Option Agreement and Form of Early Exercise Notice and Restricted Stock Purchase Agreement thereunder.
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99.2 (7)
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Alarm.com Holdings, Inc. 2015 Equity Incentive Plan.
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99.3 (8)
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Form of Option Grant Package under 2015 Equity Incentive Plan
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99.4 (9)
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Form of RSU Notice and Agreement under 2015 Equity Incentive Plan
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99.5(10)
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Alarm.com Holdings, Inc. 2015 Employee Stock Purchase Plan.
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(1)
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Filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(2)
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Filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-1/A (File No. 333-204428), filed with the Securities and Exchange Commission on June 15, 2015, and incorporated herein by
reference.
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(3)
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Filed as Exhibit 3.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(4)
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Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1/A (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(5)
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Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(6)
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Filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(7)
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Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(8)
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Filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(9)
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Filed as Exhibit 10.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(10)
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Filed as Exhibit 10.7 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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1.
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The Registrant hereby undertakes:
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(a)
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. 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;
Provided, however,
that paragraphs
(a)(i) and (a)(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.
(b)
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 herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c)
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.
(d)
That, for the purpose
of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the
Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to
the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;
(iii)
The portion of any other
free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and
(iv)
Any other communication that is an offer in the offering made by the Registrant to the purchaser.
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2.
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The 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 (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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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3.
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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, 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 Vienna, Virginia, on June 26, 2015.
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ALARM.COM HOLDINGS, INC.
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By:
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/s/ Jennifer Moyer
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Jennifer Moyer
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints Stephen Trundle and
Jennifer Moyer, and each or any one of them, his or her true and lawful attorney-in-fact and agent, 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, 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 or she 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, as amended, 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/ Stephen Trundle
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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June 26, 2015
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Stephen Trundle
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/s/ Jennifer Moyer
Jennifer Moyer
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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June 26, 2015
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/s/ Timothy McAdam
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Chairman of the Board of Directors
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June 26, 2015
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Timothy McAdam
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/s/ Donald Clarke
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Director
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June 26, 2015
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Donald Clarke
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/s/ Hugh Panero
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Director
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June 26, 2015
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Hugh Panero
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/s/ Mayo Shattuck
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Director
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June 26, 2015
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Mayo Shattuck
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/s/ Ralph Terkowitz
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Director
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June 26, 2015
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Ralph Terkowitz
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EXHIBIT INDEX
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Exhibit
Number
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Description
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4.1 (1)
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Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect.
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4.2 (2)
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Form of Amended and Restated Certificate of Incorporation of the Registrant to be in effect upon closing of the Registrant’s initial public offering.
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4.3 (3)
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Amended and Restated Bylaws of the Registrant, as currently in effect.
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4.4 (4)
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Form of Amended and Restated Bylaws of the Registrant to be in effect upon closing of the Registrant’s initial public offering
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4.5 (5)
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Form of common stock certificate of the Registrant.
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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 Cooley LLP (included in Exhibit 5.1).
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23.2
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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24.1
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Power of Attorney (included on the signature page of this Form S-8).
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99.1 (6)
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Alarm.com Holdings, Inc. Amended and Restated 2009 Stock Incentive Plan, Form of Non-Qualified Stock Option Agreement and Form of Early Exercise Notice and Restricted Stock Purchase Agreement thereunder.
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99.2 (7)
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Alarm.com Holdings, Inc. 2015 Equity Incentive Plan.
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99.3 (8)
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Form of Option Grant Package under 2015 Equity Incentive Plan
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99.4 (9)
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Form of RSU Notice and Agreement under 2015 Equity Incentive Plan
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99.5(10)
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Alarm.com Holdings, Inc. 2015 Employee Stock Purchase Plan.
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(1)
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Filed as Exhibit 3.1 to Registrant’s Registration Statement on Form S-1 (File No. 333- 204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(2)
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Filed as Exhibit 3.2 to Registrant’s Registration Statement on Form S-1/A (File No. 333-204428), filed with the Securities and Exchange Commission on June 15, 2015, and incorporated herein by
reference.
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(3)
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Filed as Exhibit 3.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(4)
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Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1/A (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(5)
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Filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(6)
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Filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on May 22, 2015, and incorporated herein by
reference.
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(7)
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Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(8)
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Filed as Exhibit 10.5 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(9)
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Filed as Exhibit 10.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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(10)
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Filed as Exhibit 10.7 to Registrant’s Registration Statement on Form S-1 (File No. 333-204428), filed with the Securities and Exchange Commission on June 11, 2015, and incorporated herein by
reference.
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Exhibit 5.1
Nicole C. Brookshire
T: +1
617 937 2357
nbrookshire@cooley.com
June 26, 2015
Alarm.com Holdings, Inc.
8150 Leesburg Pike
Vienna, Virginia 22182
Ladies and Gentlemen:
We have acted as counsel to Alarm.com Holdings, Inc., a Delaware corporation (the “
Company
”), and you have requested our opinion 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 9,499,556
shares of the Company’s Common Stock, $0.01 par value (the
“
Shares
”
), including (i) 3,599,556 shares (the
”
2009 Plan Shares
”
) reserved for issuance upon the
exercise of options issued under the Company’s Amended and Restated 2009 Stock Incentive Plan (the
“
2009 Plan
”
), (ii) 4,700,000 shares (the
”
2015 Plan
Shares
”
) initially reserved for issuance pursuant to the Company’s 2015 Equity Incentive Plan (the “
2015 Plan
”) and (iii) 1,200,000 shares (the
”
2015 ESPP
Shares
”
) initially reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan (the “
2015 ESPP
,” and collectively with the 2009 Plan and the 2015 Plan,
the “
Plans
”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related
prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws, as amended, as currently in effect, its forms of Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws to be effective upon the closing of the Company’s initial public offering, the Plans and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we
deem 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 by all parties other than the Company 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 other than those identified above 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 Shares, when sold and issued in accordance with the applicable Plan, and in each case when sold and
500 BOYLSTON STREET,
BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM
Alarm.com Holdings, Inc.
June 26, 2015
Page Two
issued in accordance with 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).
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/ Nicole C. Brookshire
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Nicole C. Brookshire
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500 BOYLSTON STREET, BOSTON, MA 02116-3736 T: (617) 937-2300 F: (617) 937-2400 WWW.COOLEY.COM