As filed with the Securities and Exchange Commission on March 7, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Alteryx, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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90-0673106
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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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Alteryx, Inc.
3345 Michelson Drive, Suite 400
Irvine, California 92612
(Address of Principal Executive Offices) (Zip Code)
2017 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full title of the plans)
Dean A. Stoecker
Chairman of the Board of Directors and Chief Executive Officer
Alteryx, Inc.
3345
Michelson Drive, Suite 400
Irvine, California 92612
(888)
836-4274
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
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Gordon K. Davidson, Esq.
Michael A Brown, Esq.
William L. Hughes, Esq.
Ran D. Ben-Tzur, Esq.
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, California 94104
(415)
875-2300
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Christopher M. Lal, Esq.
Senior Vice President, General Counsel,
and Corporate Secretary
Alteryx, Inc.
3345
Michelson Drive, Suite 400
Irvine, California 92612
(888)
836-4274
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Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a
non-accelerated
filer, smaller reporting company, or an emerging growth 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. (Check one):
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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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☒ (do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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
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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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Class A common stock, $0.0001 par value per
share
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- Reserved for future issuance under the 2017 Equity
Incentive Plan
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2,981,727
(2)
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$33.87
(3)
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$100,991,094
(3)
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$12,574
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- Reserved for future issuance under the 2017 Employee Stock
Purchase Plan
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596,345
(4)
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28.78
(5)
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17,162,810
(5)
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2,137
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TOTAL
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3,578,072
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$
118,153,904
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$
14,711
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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 the Registrant’s
Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of
consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
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(2)
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Represents additional shares of Registrant’s Class A common stock reserved for issuance under the 2017 Equity Incentive Plan (“
2017 Plan
”) resulting from the automatic annual increase
in the number of authorized shares reserved and available for issuance under the 2017 Plan.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s
Class A common stock as reported on the New York Stock Exchange (“
NYSE
”) on February 28, 2018.
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(4)
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Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the 2017 Employee Stock Purchase Plan (“
Purchase Plan
”) resulting from the automatic
annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan.
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(5)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s
Class A common stock as reported on NYSE on February 28, 2018. Under the Purchase Plan, the purchase price of a share of Class A common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock
on the offering date or the purchase date, whichever is less.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
Alteryx, Inc. (the
“
Registrant
”) is filing this Registration Statement with the Securities and Exchange Commission (the “
Commission
”) to register 2,981,727 additional shares of Class A common stock under the
Registrant’s 2017 Equity Incentive Plan and 596,345 additional shares of Class A common stock under the Registrant’s 2017 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual
increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statement on Form
S-8
filed with the Commission on March 24, 2017 (Registration
No. 333-216931).
In accordance with the instructional note of Part I of Form
S-8
as promulgated by the Commission, the information specified by Part I of Form
S-8
has been omitted from this Registration Statement.
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 the Registrant with
the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), are incorporated herein by reference:
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(a)
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the Registrant’s Annual Report on Form
10-K
for the fiscal year ended December 31, 2017, filed with the Commission on March 7, 2018;
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(b)
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all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
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(c)
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the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form
8-A
(Registration
No. 001-38034)
filed with the Commission on March 16, 2017 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of
this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by
reference herein, modifies or supersedes such statement.
The following exhibits are filed herewith:
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 Irvine, State of California, on this
7th day of March, 2018.
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ALTERYX, INC.
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By:
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/s/ Dean A. Stoecker
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Dean A. Stoecker
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Chairman of the Board of Directors and
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Dean A. Stoecker and Kevin Rubin, and each
of them, as his or her true and lawful
attorney-in-fact
and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all
amendments to this registration statement (including post-effective amendments to this Registration Statement on Form
S-8),
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 for 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 his or her substitutes, 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 on behalf of the
Registrant 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/ Dean A. Stoecker
Dean A. Stoecker
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Chairman of the Board of Directors and Chief Executive Officer
(Principal Executive Officer)
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March 7, 2018
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/s/ Kevin Rubin
Kevin Rubin
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 7, 2018
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/s/ Kimberly E. Alexy
Kimberly E. Alexy
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Director
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March 7, 2018
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/s/ John Bellizzi
John Bellizzi
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Director
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March 7, 2018
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/s/ Charles R. Cory
Charles R. Cory
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Director
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March 7, 2018
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/s/ Jayendra Das
Jayendra Das
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Director
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March 7, 2018
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Signature
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Title
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Date
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/s/ Jeffrey L. Horing
Jeffrey L. Horing
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Director
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March 7, 2018
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/s/ Timothy I. Maudlin
Timothy I. Maudlin
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Director
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March 7, 2018
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/s/ Eileen M. Schloss
Eileen M. Schloss
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Director
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March 7, 2018
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EXHIBIT 5.1
March 7, 2018
Alteryx, Inc.
3345 Michelson Drive, Suite 400
Irvine, California 92612
Ladies and Gentlemen:
At your request, as your counsel, we have examined the Registration Statement on Form
S-8
(the
“
Registration Statement
”) to be filed by Alteryx, Inc., a Delaware corporation (the “
Company
”), with the Securities and Exchange Commission (the “
Commission
”) on or about
March 7, 2018 in connection with the registration under the Securities Act of 1933, as amended (the “
Securities Act
”), of an aggregate of 3,578,072 shares (the “
Shares
”) of the Company’s
Class A Common Stock,
$0.0001 par value per share (the “
Class
A
Common Stock
”), subject to issuance by the Company (a) upon the exercise or settlement of awards
granted or to be granted under the Company’s 2017 Equity Incentive Plan (the “
2017 Plan
”) and (b) pursuant to purchase rights to acquire shares of Class A Common Stock granted or to be granted under the
Company’s 2017 Employee Stock Purchase Plan (the “
Purchase Plan
”). The 2017 Plan and the Purchase Plan are each individually referred to herein as a “Plan” and collectively as the “Plans”.
At your request, we are providing this letter to express our opinion on the matters set forth below in this letter (“
our
opinion
”).
In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included
examination of originals or copies of the Company’s current Restated Certificate of Incorporation and Restated Bylaws (collectively, the “
Charter Documents
”), the Registration Statement and the exhibits thereto, the
prospectuses relating to the Plans, certain
corporate proceedings
of the Company’s Board of Directors (the “
Board
”) and the Company’s stockholders relating to adoption or approval of the Charter
Documents, the Plans and related forms of Plan agreements for use thereunder, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act, and documents
(including a certificate from the Company’s transfer agent) regarding the Company’s outstanding and reserved capital stock and other securities and such other documents as we have deemed advisable, and we also have examined such questions
of law as we have considered necessary.
In our examination of documents for purposes of this opinion, we have assumed, and express no
opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies,
the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect
the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto (other than the Company). We have also assumed that any certificates or instruments representing the Shares, when
issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated March 6, 2018 issued
by the Delaware Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management
Certificate addressed to us of even date herewith, that the Company has available a sufficient number of authorized shares of Class A Common Stock that are not currently outstanding or reserved for issuance under other outstanding
securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render
this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing
Delaware General Corporation Law
now in effect.
We express no
opinion with respect to the securities or “blue sky” laws of any state.
Based upon, and subject to, the foregoing, it is our
opinion that when the 3,578,072 Shares of Class A Common Stock that may be issued and sold by the Company (a) upon the exercise or settlement of awards granted or to be granted under the 2017 Plan or (b) pursuant to purchase rights to
acquire shares of Class A Common Stock granted or to be granted under the Purchase Plan, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the
par value per Share) in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and have been duly registered on the books of the transfer agent and registrar for the Shares in the name
or on behalf of the holders thereof, such Shares will be validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the
Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter,
we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and
does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our
attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP