As filed with the Securities and Exchange Commission on May 5, 2017
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LOGMEIN, INC.
(Exact
Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
20-1515952
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
320 Summer Street
Boston, Massachusetts
|
|
02210
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
2009 Stock Incentive Plan, as amended and restated
(Full Title of the Plan)
William R.
Wagner
President & Chief Executive Officer
LogMeIn, Inc.
320 Summer
Street
Boston, Massachusetts 02210
(Name and Address of Agent For Service)
(781)-638-9050
(Telephone Number, Including Area Code, of
Agent For Service)
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,” “smaller reporting company,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
☒
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
|
☐
|
|
|
|
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered
(1)
|
|
Proposed
Maximum
Offering Price
Per Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
|
Common Stock, $0.01 par value per share
|
|
4,500,000 shares
|
|
$112.96 (2)
|
|
$508,320,000
(2)
|
|
$58,914.29
|
|
|
|
|
|
(1)
|
In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be
offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
|
|
(2)
|
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low sale prices of the registrant’s
Common Stock on the NASDAQ Global Select Market on April 28, 2017.
|
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form
S-8
is filed to register the offer and sale of an additional 4,500,000 shares of
the registrant’s common stock, $0.01 par value per share, to be issued under the 2009 Stock Incentive Plan, as amended and restated to date. This registration statement incorporates by reference:
|
|
•
|
|
The registrant’s registration statements on Form
S-8,
File
No. 333-162664,
File
No. 333-165668,
File
No. 333-169884,
File
No. 333-193696,
File
No. 333-202733,
File
No. 333-208373
and File
No. 333-214387
as filed by the registrant with the Securities and
Exchange Commission on October 26, 2009, March 24, 2010, October 12, 2010, January 31, 2014, March 13, 2015, December 7, 2015 and November 2, 2016 respectively;
|
|
|
•
|
|
The Registrant’s Annual Report on Form
10-K
for the year ended December 31, 2016, filed with the SEC on March 1, 2017;
|
|
|
•
|
|
The Registrant’s Quarterly Reports on Form
10-Q
filed with the SEC on May 5, 2017;
|
|
|
•
|
|
The Registrant’s Current Reports on Form
8-K
filed with the SEC on January 6, 2017, January 11, 2017, as amended by the Current Report on Form
8-K/A
filed with the SEC on January 11, 2017, January 23, 2017, January 25, 2017, February 1, 2017, February 17, 2017 and February 28, 2017 (except with respect to Item 2.02 thereof).
|
All documents that we file with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
subsequent to 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 under this prospectus have been sold, or that deregisters all
securities then remaining unsold, will be deemed to be incorporated in this registration statement by reference and to be a part hereof from the date of filing of such documents.
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 Boston, Commonwealth of
Massachusetts, on this 5
th
day of May, 2017.
|
|
|
|
|
LOGMEIN, INC.
|
|
|
|
|
By:
|
|
/s/ William Wagner
|
|
|
|
|
|
|
William R. Wagner
|
|
|
|
|
|
|
President & Chief Executive Officer
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of LogMeIn, Inc., hereby severally constitute and appoint William R. Wagner, Edward K. Herdiech and
Michael J. Donahue, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form
S-8
filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable
LogMeIn, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments thereto.
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.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ William R. Wagner
|
|
President, Chief Executive Officer and Director
|
|
May 5, 2017
|
|
William R. Wagner
|
|
(Principal executive officer)
|
|
|
|
|
|
|
/s/ Edward K. Herdiech
|
|
Chief Financial Officer
|
|
May 5, 2017
|
|
Edward K. Herdiech
|
|
(Principal financial and accounting officer)
|
|
|
|
|
|
|
/s/ Steven J. Benson
|
|
Director
|
|
May 5, 2017
|
|
Steven J. Benson
|
|
|
|
|
|
|
|
|
/s/ Robert M. Calderoni
|
|
Director
|
|
May 5, 2017
|
|
Robert M. Calderoni
|
|
|
|
|
|
|
|
|
|
/s/ Michael J. Christenson
|
|
Director
|
|
May 5, 2017
|
|
Michael J. Christenson
|
|
|
|
|
|
|
|
|
/s/ Jesse A. Cohn
|
|
Director
|
|
May 5, 2017
|
|
Jesse A. Cohn
|
|
|
|
|
|
|
|
|
/s/ Edwin J. Gillis
|
|
Director
|
|
May 5, 2017
|
|
Edwin J. Gillis
|
|
|
|
|
|
|
|
|
/s/ David J. Henshall
|
|
Director
|
|
May 5, 2017
|
|
David J. Henshall
|
|
|
|
|
|
|
|
|
|
/s/ Peter J. Sacripanti
|
|
Director
|
|
May 5, 2017
|
|
Peter J. Sacripanti
|
|
|
|
|
|
|
|
|
/s/ Michael K. Simon
|
|
Director
|
|
May 5, 2017
|
|
Michael K. Simon
|
|
|
|
INDEX TO EXHIBITS
|
|
|
|
|
Number
|
|
Description
|
|
|
|
|
4.1(1)
|
|
Restated Certificate of Incorporation of the Registrant
|
|
|
|
|
4.2(2)
|
|
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant
|
|
|
|
|
4.3(3)
|
|
Second Amended and Restated
By-Laws
of the Registrant, as amended by Amendment No. 1
|
|
|
|
|
4.4(1)
|
|
Specimen Certificate evidencing shares of common stock
|
|
|
|
|
5
|
|
Opinion of Latham & Watkins LLP, counsel to the Registrant
|
|
|
|
|
23.1
|
|
Consent of Latham & Watkins LLP (included in Exhibit 5)
|
|
|
|
|
23.2
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
|
24
|
|
Power of attorney (included on the signature pages of this registration statement)
|
|
|
|
|
99(2)
|
|
2009 Stock Incentive Plan, as amended and restated
|
|
(1)
|
Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form
S-1/A
filed on June 16, 2009 (File
No. 333-148620),
and incorporated herein by reference.
|
|
(2)
|
Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Current Report on Form
8-K
filed on January 25, 2017 (File
No. 001-34391),
and incorporated herein by reference.
|
|
(3)
|
Incorporated by reference to the Registrant’s Registration Statement on Form
S-4
filed on September 16, 2016 (File No. 001-34391), and incorporated herein by
reference.
|
Exhibit 5
|
|
|
|
|
|
|
|
|
|
|
John Hancock Tower, 20th Floor
|
|
|
|
May 5, 2017
|
|
200 Clarendon Street
|
|
|
|
|
|
Boston, Massachusetts 02116
|
|
|
|
|
|
Tel: +1.617.948.6000 Fax: +1.617.948.6001
|
|
|
|
www.lw.com
|
|
|
|
|
|
FIRM / AFFILIATE
OFFICES
|
|
|
|
|
|
Abu Dhabi
|
|
Milan
|
|
|
|
|
|
Barcelona
|
|
Moscow
|
|
|
|
|
|
Beijing
|
|
Munich
|
|
|
|
|
|
Boston
|
|
New Jersey
|
|
|
|
|
|
Brussels
|
|
New York
|
|
|
|
|
|
Chicago
|
|
Orange County
|
|
|
|
|
|
Doha
|
|
Paris
|
|
|
|
|
|
Dubai
|
|
Riyadh
|
|
|
|
|
|
Düsseldorf
|
|
Rome
|
|
|
|
|
|
Frankfurt
|
|
San Diego
|
|
|
|
|
|
Hamburg
|
|
San Francisco
|
|
|
|
|
|
Hong Kong
|
|
Shanghai
|
|
|
|
|
|
Houston
|
|
Silicon Valley
|
|
|
|
LogMeIn, Inc.
320 Summer Street
Boston, MA 02210
|
|
London
|
|
Singapore
|
|
|
|
|
Los Angeles
|
|
Tokyo
|
|
|
|
|
Madrid
|
|
Washington, D.C.
|
|
|
|
|
Re:
|
Registration of 4,500,000 shares of common stock, par value $0.01 per share, pursuant to a Registration Statement on Form
S-8
|
Ladies and Gentlemen:
We have acted as special
counsel to LogMeIn, Inc., a Delaware corporation (the “
Company
”), in connection with the registration by the Company of 4,500,000 shares of common stock of the Company, par value $0.01 per share (the “
Shares
”),
issuable under the Company’s 2009 Stock Incentive Plan, as amended and restated to date (the “
Plan
”). The Shares are included in a registration statement on Form
S-8
under the Securities
Act of 1933, as amended (the “
Securities Act
”), filed with the Securities and Exchange Commission (the “
Commission
”) on May 5, 2017 (the “
Registration Statement
”). This opinion is being
furnished in connection with the requirements of Item 601(b)(5) of Regulation
S-K
under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the
Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue 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.
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 purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and
pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with
the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale 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 Securities 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 Securities Act or the rules and regulations of the Commission thereunder.
|
|
|
Very truly yours,
|
|
|
|
/s/ Latham & Watkins LLP
|
|
Latham & Watkins LLP
|