As filed with the Securities and Exchange Commission on February 29, 2016
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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8281 Greensboro Drive
Suite 100
Tysons,
Virginia 22102
(Address of principal executive offices) (Zip Code)
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.
8281 Greensboro Drive
Suite 100
Tysons,
Virginia 22102
(877) 389-4033
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Eric Jensen
Nicole Brookshire
Peyton
Worley
Cooley LLP
500 Boylston Street, 14th Floor
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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2015 Equity Incentive Plan
Common Stock, $0.01 par value per share
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2,279,083 shares (3)
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$16.77
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$38,220,221.91
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$3,848.78
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2015 Employee Stock Purchase Plan
Common Stock, $0.01 par value per share
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455,816 shares (4)
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$16.77
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$7,644,034.32
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$769.75
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Total
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2,734,899 shares
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N/A
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$45,864,256.23
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$4,618.53
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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. 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.
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(2)
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Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $16.77, the average of the high and low prices of the
Registrant’s Common Stock as reported on The NASDAQ Global Market on February 23, 2016.
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(3)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2015 EIP on January 1, 2016 pursuant to an “evergreen” provision contained in the 2015 EIP.
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(4)
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Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2015 ESPP on January 1, 2016 pursuant to an “evergreen” provision contained in the 2015
ESPP.
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INCORPORATION BY REFERENCE OF CONTENTS
OF REGISTRATION STATEMENT ON FORM S-8
This Registration Statement is being filed by Alarm.com Holdings, Inc. (the “Registrant”) for the purpose of registering (i) an
additional 2,279,083 shares of Common Stock issuable pursuant to the Alarm.com Holdings, Inc. 2015 Equity Incentive Plan (the “2015 EIP”) and (i) an additional 455,816 shares of Common Stock issuable pursuant to the Alarm.com
Holdings, Inc. 2015 Employee Stock Purchase Plan (the “2015 ESPP”). These additional shares of Common Stock are securities of the same class as other securities for which a Registration Statement on Form S-8 of the Registrant relating
to the same employee benefit plans is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2015 EIP and 2015 ESPP under a Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the “Commission”) on June 26, 2015 (File No. 333-205245). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement
referenced above.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Exhibit No.
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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.
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4.2(2)
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Amended and Restated Bylaws of the Registrant.
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4.3(3)
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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 (filed herewith).
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith).
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1 and incorporated herein by reference).
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24.1
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Power of Attorney (included as part of the signature page to this Registration Statement).
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99.1(4)
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Alarm.com Holdings, Inc. 2015 Equity Incentive Plan.
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99.2(5)
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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 the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2015, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2015, and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 22, 2015 (File No. 333-204428), as amended, and incorporated herein by reference.
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(4)
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Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2015, and incorporated herein by reference.
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(5)
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Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2015, and incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tysons, Commonwealth of Virginia, on February 29, 2016.
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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 or 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 each of 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 date indicated.
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Signature
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Title(s)
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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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February 29, 2016
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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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February 29, 2016
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/s/ Timothy McAdam
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Chairman of the Board of Directors
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February 29, 2016
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Timothy McAdam
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/s/ Donald Clarke
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Director
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February 29, 2016
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Donald Clarke
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/s/ Hugh Panero
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Director
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February 29, 2016
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Hugh Panero
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/s/ Mayo Shattuck
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Director
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February 29, 2016
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Mayo Shattuck
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/s/ Ralph Terkowitz
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Director
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February 29, 2016
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Ralph Terkowitz
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EXHIBIT INDEX
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Exhibit No.
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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.
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4.2(2)
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Amended and Restated Bylaws of the Registrant.
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4.3(3)
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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 (filed herewith).
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23.1
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Consent of PricewaterhouseCoopers LLP (filed herewith).
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1 and incorporated herein by reference).
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24.1
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Power of Attorney (included as part of the signature page to this Registration Statement).
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99.1(4)
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Alarm.com Holdings, Inc. 2015 Equity Incentive Plan.
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99.2(5)
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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 the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2015, and incorporated herein by reference.
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(2)
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Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 2, 2015, and incorporated herein by reference.
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(3)
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Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A filed with the Commission on May 22, 2015 (File No. 333-204428), as amended, and incorporated herein by reference.
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(4)
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Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2015, and incorporated herein by reference.
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(5)
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Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2015, and incorporated herein by reference.
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Exhibit 5.1
February 29, 2016
Alarm.com
Holdings, Inc.
8281 Greensboro Drive
Suite 100
Tysons, Virginia 22102
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 to
2,734,899 shares of the Company’s Common Stock, $0.01 par value (the
“
Shares
”
), including (i) 2,279,083 shares (the
”
2015 Plan Shares
”
) reserved for
issuance pursuant to the Company’s 2015 Equity Incentive Plan (the “
2015 Plan
”) and (ii) 455,816 shares (the
”
2015 ESPP Shares
”
) reserved for issuance pursuant to the
Company’s 2015 Employee Stock Purchase Plan (the “
2015 ESPP
,” and together with 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, each as currently in effect, 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 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,
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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