As filed with the Securities and Exchange Commission on February 15, 2022

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)

 

 

 

Delaware   90-0673106

(State or other jurisdiction

of incorporation or organization)

  

(I.R.S. Employer

Identification No.)

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

2017 Equity Incentive Plan

2017 Employee Stock Purchase Plan

(Full title of the plans)

Mark Anderson

Chief Executive Officer

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

(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:

 

Gordon K. Davidson, Esq.

Michael A Brown, Esq.

Ran D. Ben-Tzur, Esq.

Fenwick & West LLP

555 California Street, 12th Floor

San Francisco, California 94104

(415) 875-2300

  

Christopher M. Lal, Esq.

Chief Legal Officer
and Corporate Secretary

Alteryx, Inc.

17200 Laguna Canyon Road
Irvine, California 92618

(888) 836-4274

 

 

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. ☐

 

 

 

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 3,376,718 additional shares of Class A common stock under the Registrant’s 2017 Equity Incentive Plan and 675,343 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 statements on Form S-8 filed with the Commission on March 24, 2017 (Registration No. 333-216931), March 7, 2018 (Registration No. 333-223511), March 1, 2019 (Registration No. 333-230024), February 14, 2020 (Registration No. 333-236473), and February 12, 2021 (Registration No. 333-253080). 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

Item 3. Incorporation of Documents by Reference.

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:

 

  (a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on February 15, 2022;

 

  (b)

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

 

  (c)

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.

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.

Item 8. Exhibits.

The following exhibits are filed herewith or incorporated by reference:

 

Exhibit

Number

   

Exhibit Description

   

Incorporated by Reference

    Filed
  

Form

   

File No.

   

Exhibit

   

Filing Date

   

Herewith

4.1    Restated Certificate of Incorporation of the Registrant.    10-Q    001-38034    3.1    5/11/2017   
4.2    Amended and Restated Bylaws of the Registrant.    8-K    001-38034    3.1    5/5/2020   
4.3    Form of Class A Common Stock Certificate of the Registrant.    S-1/A    333-216237    4.1    3/13/2017   
5.1    Opinion of Fenwick & West LLP.                X
23.1    Consent of Deloitte & Touche LLP, independent registered public accounting firm.                X
23.3    Consent of Fenwick & West LLP (included in Exhibit 5.1).                X
24.1    Power of Attorney (included on the signature page of this Registration Statement).                X
99.1    2017 Equity Incentive Plan and forms of award agreements.    S-1    333-216237    10.3    2/24/2017   
99.2    2017 Employee Stock Purchase Plan and form of subscription agreement.    S-1    333-216237    10.4    2/24/2017   
107.1    Filing Fee Table.                X

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 15th day of February, 2022.

 

ALTERYX, INC.
By:  

/s/ Mark Anderson

 

Mark Anderson

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Mark Anderson 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.

 

Signature    Title    Date

/s/ Mark Anderson

    Chief Executive Officer and Director    February 15, 2022
Mark Anderson    (Principal Executive Officer)   

/s/ Kevin Rubin

    Chief Financial Officer    February 15, 2022
Kevin Rubin    (Principal Financial Officer)   

/s/ Chris Natali

    Chief Accounting Officer    February 15, 2022
Chris Natali    (Principal Accounting Officer)   

/s/ Dean A. Stoecker

    Executive Chairman and
    February 15, 2022
Dean A. Stoecker    Chairman of the Board   

/s/ Charles R. Cory

    Director    February 15, 2022
Charles R. Cory      

/s/ Jeffrey L. Horing

    Director    February 15, 2022
Jeffrey L. Horing      

/s/ Anjali Joshi

    Director    February 15, 2022
Anjali Joshi      

Signature    Title    Date

/s/ Timothy I. Maudlin

    Director    February 15, 2022
Timothy I. Maudlin      

/s/ CeCelia Morken

    Director    February 15, 2022
CeCelia Morken      

/s/ Eileen M. Schloss

    Director    February 15, 2022
Eileen M. Schloss      

/s/ Daniel J. Warmenhoven

    Director    February 15, 2022
Daniel J. Warmenhoven      
LOGO   

555 California Street

12th Floor

San Francisco, CA 94104

   

415.875.2300

Fenwick.com

EXHIBIT 5.1

February 15, 2022

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

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, February 15, 2022 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of an aggregate of 4,052,061 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, as amended to date (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, as amended to date (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 Amended and Restated Bylaws, as amended (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 issuance 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 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, if and 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 February 15, 2022 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 4,052,061 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

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 15, 2022 relating to the consolidated financial statements of Alteryx, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2021.

/s/ Deloitte & Touche LLP

Los Angeles, California

February 15, 2022

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Alteryx, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

 

               
Security Type   Security Class Title   Fee Calculation
Rule		   Amount
Registered(1)		   Proposed
Maximum
Offering
Price Per
Unit		   Maximum Aggregate
Offering Price		   Fee Rate   Amount of
Registration
Fee		    
               
Equity   Class A common stock, $0.0001 par value per share   Rule 457(c) and Rule 457(h)   3,376,718 (2)   $53.63 (3)   $181,093,387 (3)   0.0000927   $16,788  
               
Equity   Class A common stock, $0.0001 par value per share   Rule 457(c) and Rule 457(h)   675,343 (4)   $45.58 (5)   $30,782,134 (5)   0.0000927   $2,854  
         
Total Offering Amounts     $211,875,521     $19,642  
         
Total Fees Previously Paid         —  
         
Total Fee Offsets(6)         —  
         
Net Fee Due               $19,642  

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the Alteryx, Inc.’s (the “Registrant”) 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.

(2)

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.

(3)

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 11, 2022.

(4)

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.

(5)

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 11, 2022. 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.

(6)

The Registrant does not have any fee offsets.