As filed with the U.S. Securities and Exchange Commission on September 28, 2018.
Registration No. 333- 227433
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eventbrite, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 14-1888467 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
155 5 th Street, 7 th Floor
San Francisco, California 94103
(Address of Registrant’s Principal Executive Offices)
Eventbrite, Inc. 2018 Stock Option and Incentive Plan
Eventbrite, Inc. 2018 Employee Stock Purchase Plan
Eventbrite, Inc. 2010 Stock Plan
(Full titles of the plans)
Julia D. Hartz
Chief Executive Officer
Eventbrite, Inc.
155 5 th Street, 7 th Floor
San Francisco, California 94103
(Name and address of agent for service)
(415) 692-7779
(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, 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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | 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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (reg. no. 333-227433) is being filed solely for the purpose of refiling Exhibits 5.1 and 23.2 thereto, in order to correct a typographical error. All other portions of the Registration Statement, as previously filed, remain unchanged.
PART I
Item 8. Exhibits .
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Incorporated by Reference |
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|
Exhibit
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Exhibit Title |
Form |
File No. |
Exhibit |
Filing
|
Filed
|
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| 4.1 | Form of Class A common stock certificate of the Registrant. | S-1/A | 333-226978 | 4.1 | 9/7/18 | |||||||
| 4.2 | Eventbrite, Inc. 2010 Stock Plan, as amended, and forms of agreements thereunder. | S-1/A | 333-226978 | 10.8 | 8/28/18 | |||||||
| 4.3 | Eventbrite, Inc. 2018 Stock Option and Incentive Plan and forms of agreements thereunder. | S-1/A | 333-226978 | 10.9 | 9/7/18 | |||||||
| 4.4 | Eventbrite, Inc. 2018 Employee Stock Purchase Plan. | S-1 | 333-226978 | 10.10 | 8/23/18 | |||||||
| 5.1 | Opinion of Goodwin Procter LLP. | X | ||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | S-8 | 333-227433 | 23.1 | 9/20/18 | |||||||
| 23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |||||||||||
| 24.1 | Power of Attorney | S-8 | 333-227433 | 24.1 | 9/20/18 | |||||||
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 Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on September 28, 2018.
| EVENTBRITE, INC. | ||
| By: |
/s/ Julia Hartz |
|
| Julia Hartz | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement on Form S-8, has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
||
|
/s/ Julia Hartz Julia Hartz |
Chief Executive Officer and Director (Principal Executive Officer) | September 28, 2018 | ||
|
/s/ Randy Befumo Randy Befumo |
Chief Financial Officer (Principal Financial and Accounting Officer) |
September 28, 2018 | ||
|
* Katherine August-deWilde |
Director | September 28, 2018 | ||
|
* Roelof Botha |
Lead Independent Director | September 28, 2018 | ||
|
* Andrew Dreskin |
President of Music and Director | September 28, 2018 | ||
|
* Kevin Hartz |
Chairman and Director | September 28, 2018 | ||
|
* Sean P. Moriarty |
Director | September 28, 2018 | ||
|
* Lorrie M. Norrington |
Director | September 28, 2018 | ||
|
* Helen Riley |
Director | September 28, 2018 | ||
|
* Steffan C. Tomlinson |
Director | September 28, 2018 | ||
| *By: /s/ Julia Hartz |
| Julia Hartz |
| Attorney-in-Fact |
Exhibit 5.1
September 19, 2018
Eventbrite, Inc.
155 5 th Street
Seventh Floor
San Francisco, CA 94103
| Re: |
Securities Registered under Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (“ Registration Statement ”) pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”), on or about the date hereof relating to an aggregate of 31,948,783 shares (the “ Class A Shares ”) of the Company’s Class A common stock, $0.00001 par value per share, and 22,741,683 shares (the “ Class B Shares ” and together with the Class A Shares, the “ Shares ”) of the Company’s Class B common stock, $0.00001 par value per share, that may be issued pursuant to the Company’s 2010 Stock Plan, 2018 Stock Option and Incentive Plan and 2018 Employee Stock Purchase Plan (collectively, the “ Plans ”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law. For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s common stock will be available for issuance when the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not 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 thereunder.
| Very truly yours, |
| /s/ Goodwin Procter LLP |
| GOODWIN PROCTER LLP |