VIASAT INC (Form: S-8, Received: 05/28/2021 17:10:31)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on May 28, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LOGO

VIASAT, INC.

(Exact name of registrant as specified in its charter)

Delaware

33-0174996

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Address of Principal Executive Offices)

Viasat, Inc. 401(k) Profit Sharing Plan

(Full Title of the Plan)

Robert J. Blair, Esq.

Vice President, General Counsel and Secretary

Viasat, Inc.

6155 El Camino Real

Carlsbad, California 92009

(760) 476-2200

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Craig M. Garner, Esq.

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 92130

(858) 523-5400

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

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 Each Class 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, $0.0001 par value	2,000,000 shares	$47.53 (2)	$95,060,000	$10,372

(1)

Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Viasat, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”). Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of common stock of Viasat, Inc., a Delaware corporation (“Viasat” or the “registrant”), that may be issued pursuant to the 401(k) Plan by reason of any stock split, stock dividend, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Viasat common stock.

(2)

The Proposed Maximum Offering Price Per Share has been estimated in accordance with Rule 457(c) under the Securities Act solely for the purpose of calculating the registration fee. The computation is based upon the average of the high and low prices of Viasat common stock as reported on the Nasdaq Global Select Market on May 21, 2021, because the offering price of the securities to be granted in the future is not currently determinable.

Proposed sales to take place as soon after the effective date of the registration statement

as awards granted under the above-named plan are granted, exercised and/or distributed.

EXPLANATORY NOTE

This registration statement on Form S-8 is filed by Viasat to register an additional 2,000,000 shares of Viasat common stock that may be contributed to the 401(k) Plan by Viasat in satisfaction of its company matching contribution obligations under the 401(k) Plan, which shares will be newly-issued shares. In accordance with Instruction E to Form S-8, the contents of the prior Form S-8 registration statements (Commission File Nos. 333-159708, 333-167379, 333-182015, 333-204440 and 333-231791) are incorporated herein by reference.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference into this registration statement pursuant to Item 3 of Part II of this registration statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference.

Viasat hereby incorporates the following documents in this registration statement by reference:

(a)

Viasat’s Annual Report on Form 10-K for the fiscal year ended March 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on May 28, 2021;

(b)

Viasat’s Current Reports on Form 8-K filed with the SEC on April 1, 2021, April 30, 2021 and May 17, 2021;

(c)

All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by Viasat’s Annual Report on Form 10-K referred to in clause (a) above;

(d)

The description of Viasat common stock set forth in Viasat’s registration statement on Form 8-A filed with the SEC on November 20, 1996, including any amendment or report filed for the purpose of updating such description; and

(e)

The 401(k) Plan’s Annual Report on Form 11-K for the fiscal year ended March 31, 2020 filed with the SEC on September 23, 2020.

In addition, all documents filed by Viasat 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 de-registers 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 statements 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 herein or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement contained 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 incorporated or 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.

Under no circumstances shall any information furnished under Item 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.

Item 8.

Exhibits.

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Second Amended and Restated Certificate of Incorporation of Viasat, Inc.

10-Q

000-21767

3.1

November

14, 2000

3.2

Second Amended and Restated Bylaws of Viasat, Inc.

8-K

000-21767

3.1

December

4, 2012

5.1

Opinion of Latham & Watkins LLP*

5.2

Copy of Internal Revenue Service Opinion Letter Regarding Qualification of the Viasat, Inc. 401(k) Profit Sharing Plan under Section 401 of the Internal Revenue Code

S-8

333-231791

5.2

May

29, 2019

23.1

Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1 hereto)

23.3

Consent of KBF CPAs LLP, Independent Registered Public Accounting Firm

24.1

Power of Attorney (see signature page)

In lieu of the opinion of counsel or determination letter contemplated by Item 601(b)(5)(ii) of Regulation S-K with respect to the qualification of the 401(k) Plan, as amended to date, under Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”), Viasat hereby undertakes that it will submit the 401(k) Plan to the Internal Revenue Service (“IRS”) in a timely manner when required and will make any and all changes required by the IRS in order to qualify the 401(k) Plan under Section 401 of the Code.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that the registrant 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 Carlsbad, State of California, on May 28, 2021.


Viasat, Inc.

By:		/s/ Richard Baldridge
		Richard Baldridge
		President, Chief Executive Officer and Director

Each person whose signature appears below hereby constitutes and appoints Richard Baldridge and Robert Blair, jointly and severally, his or her attorneys-in-fact, each with the full power of substitution, for him or her in any and all capacities, to sign this registration statement, and any amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Richard Baldridge Richard Baldridge	President, Chief Executive Officer and Director (Principal Executive Officer)	May 28, 2021

/s/ Shawn Duffy Shawn Duffy	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 28, 2021

/s/ Mark Dankberg Mark Dankberg	Chairman of the Board of Directors	May 28, 2021

/s/ James Bridenstine James Bridenstine	Director	May 28, 2021

/s/ Robert Johnson Robert Johnson	Director	May 28, 2021

/s/ Sean Pak Sean Pak	Director	May 28, 2021

/s/ Varsha Rao Varsha Rao	Director	May 28, 2021

/s/ John Stenbit John Stenbit	Director	May 28, 2021

/s/ Theresa Wise Theresa Wise	Director	May 28, 2021

Pursuant to the requirements of the Securities Act, the Plan Administrator of the Viasat, Inc. 401(k) Profit Sharing Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on May 28, 2021.

Exhibit 5.1


	12670 High Bluff Drive
	San Diego, California 92130
	Tel: +1.858.523.5400 Fax: +1.858.523.5450
	www.lw.com

	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
	Dubai	Riyadh
May 28, 2021	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

Viasat, Inc.

6155 El Camino Real

Carlsbad, California 92009

Re:

Registration Statement on Form S-8; 2,000,000 Shares of Common Stock, par value $0.0001 per share

Ladies and Gentlemen:

We have acted as special counsel to Viasat, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance by the Company of 2,000,000 shares (the “Shares”) of common stock of the Company, par value $0.0001 per share, that may be contributed by the Company in satisfaction of the Company’s matching contributions to the 401(k) Profit Sharing Plan of the Company (the “Plan”). The Shares are included in the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 28, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance 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.

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

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

May 28, 2021

Page 2

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therefor in the name or on behalf of the recipients, or certificates representing the Shares (in the form of the specimen certificate incorporated by reference as an exhibit to the Company’s most recent Annual Report on Form 10-K) have been manually signed by an authorized officer of the transfer agent and registrar therefor, and when the Shares have been issued by the Company in satisfaction of the Company’s matching contributions to the Plan against payment therefor (not less than par value) in the circumstances contemplated by the Plan, the issuance 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 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 Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Viasat, Inc. of our report dated May 28, 2021 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Viasat, Inc.’s Annual Report on Form 10-K for the year ended March 31, 2021.

/s/ PricewaterhouseCoopers LLP

San Diego, California

May 28, 2021

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated September 23, 2020 relating to the financial statements and supplemental schedule, which appears in Viasat, Inc. 401(k) Profit Sharing Plan’s annual report on Form 11-K for the year ended March 31, 2020.

/s/ KBF CPAs LLP

Irvine, California

May 28, 2021