As filed with the Securities and Exchange Commission on March 1, 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

 

 

QUOTIENT TECHNOLOGY INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   77-0485123

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

(650) 605-4600

(Address, including Zip Code, of Principal Executive Offices)

2013 Equity Incentive Plan

2013 Employee Stock Purchase Plan

(Full title of the plan)

Steven Boal

Chief Executive Officer

Quotient Technology Inc.

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

(650) 605-4600

(Name, address and telephone number, including area code, of agent for service)

Copies to:

 

J. Carlton Fleming

Sidley Austin LLP

555 California Street

Suite 2000

San Francisco, California 94104

(415) 772-1200

  

Connie Chen, Esq.

Quotient Technology Inc.

General Counsel

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

(650) 605-4600

 

 

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.

 

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 Exchange Act.  ☐

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of Common Stock of Quotient Technology Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the 2013 Employee Stock Purchase Plan, as amended (the “ESPP”). The number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, by an amount equal to the smaller of (a) 4% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors. The number of shares of the Registrant’s common stock available for grant and issuance under the ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015 and each subsequent anniversary through 2023, equal to the smallest of (a) 400,000, (b) 0.5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (c) an amount determined by our board of directors.

On January 1, 2022, the number of shares of the Registrant’s common stock available for grant and issuance under the 2013 Plan and the ESPP increased by 3,791,177 shares and 400,000 shares, respectively. These additional shares of Common Stock have become reserved for issuance as a result of the operation of the “evergreen” provision of the 2013 Plan and the ESPP. Accordingly, the contents of (i) the Registrant’s Registration Statement on Form S-8 (No. 333-194495) filed with the Securities and Exchange Commission (the “Commission”) on March 12, 2014, (ii) the Registrant’s Registration Statement on Form S-8 (No. 333-202873) filed with the Commission on March 19, 2015, (iii) the Registrant’s Registration Statement on Form S-8 (No. 333-210119) filed with the Commission on March 11, 2016, (iv) the Registrant’s Registration Statement on Form S-8 (No. 333-216540) filed with the Commission on March 8, 2017, (v) the Registrant’s Registration Statement on Form S-8 (No. 333-223092) filed with the Commission on February 16, 2018, (vi) the Registrant’s Registration Statement on Form S-8 (No. 333-229922) filed with the Commission on February 27, 2019, (vii) the Registrant’s Registration Statement on Form S-8 (No. 333-236823) filed with the Commission on March 2, 2020, and (viii) the Registrant’s Registration Statement on Form S-8 (No. 333-253405) filed with the Commission on February 23, 2021 are incorporated herein by reference pursuant to General Instruction E of Form S-8.

PART I

The Registrant is not filing or including in this Registration Statement the information called for in Part I of Form S-8 (by incorporation, by reference or otherwise) in accordance with the rules and regulations of the Commission.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

 

(1)

The contents of the earlier registration statements on Form S-8 relating to the 2013 Plan and the ESPP, previously filed with the Commission on March 12, 2014 (No. 333-194495), March 19, 2015 (No. 333-202873), March 11, 2016 (No. 333-210119), March 8, 2017 (No. 333-216540), February 16, 2018 (No. 333-223092), February 27, 2019 (No. 333-229922), March 2, 2020 (No. 333-236823), and February 23, 2021 (No. 333-253405).

 

(2)

The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 1, 2022 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

(3)

The description of the Registrant’s common stock contained in Exhibit 4.6 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 1, 2022, and any other amendment or report filed with the Commission for the purpose of updating such description; and

 

(4)

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.

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 or is 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.

Item 8. Exhibits.

 

                 Incorporated by Reference Herein
Exhibit
Number		   

Description

    Filed
Herewith		      Form      Exhibit      Filing Date
4.1    Amended and Restated Certificate of Incorporation of the Registrant, as amended effective October 20, 2015         Form 10-K        3.1      March 11,
2016
4.2    Amended and Restated Bylaws of the Registrant         Form 8-K        3.2      October 6,
2015
4.3    Form of Common Stock certificate of the Registrant        
 Form
S-1/A		  
 		      4.1      February
25, 2014
4.4    Certificate of Designation of the Series A Junior Preferred Stock of the Registrant, dated November 12, 2021         Form 8-A        3.1      November
12, 2021
4.5    Tax Benefits Preservation Plan, dated as of November 11, 2021, by and between the Registrant and American Stock Transfer & Trust Company, LLC as rights agent         Form 8-A        4.1      November
12, 2021
5.1    Opinion of Sidley Austin LLP      X           
23.1    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm      X           
23.2    Consent of Sidley Austin LLP (see Exhibit 5.1)      X           
24.1    Power of Attorney (contained on signature page hereto)      X           
99.1    2013 Equity Incentive Plan         Form S-1        10.4      January
31, 2014
99.2    Form of Restricted Stock Unit Agreement         Form 10-Q        10.6      November
8, 2016
99.3    Form of Restricted Stock Unit Agreement for Non-Employee Directors         Form 10-Q        10.1      November
3, 2017
99.4    Form of Option Agreement for Employees         Form 10-Q        10.7      November
8, 2016
99.5    Form of Option Agreement for Non-Employee Directors         Form 10-Q        10.8      November
8, 2016
99.6    Notice of Grant of Restricted Stock Units for Employees – Initial Award         Form 10-K        10.1      November
9, 2018
99.7    Notice of Grant of Restricted Stock Units for Non-Employee Directors – Initial Award         Form 10-Q        10.2      November
3, 2017
99.8    Notice of Grant of Restricted Stock Units for Non-Employee Directors – Annual Grant         Form 10-Q        10.3      November
3, 2017
99.9    Amended and Restated 2013 Employee Stock Purchase Plan, dated April 25, 2017         Form 10-Q        10.1      May 5,
2017
107    Filing Fee Table      X           

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Salt Lake City, State of Utah, on this 1st day of March, 2022.

 

Quotient Technology Inc.
By:  

/s/ Steven Boal

  Steven Boal
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Boal, Pamela Strayer and Connie Chen, and each of them, as their true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent 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 attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act, this registration statement and the Power of Attorney has been signed by the following persons in the capacities and on the dates indicated.

 

Name

   

Title

   

Date

/s/ Steven Boal

    Chief Executive Officer and Director (Principal Executive Officer)    March 1, 2022
Steven Boal   

/s/ Pamela Strayer

Pamela Strayer

    Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)    March 1, 2022
  

/s/ Andrew Gessow

    Director    March 1, 2022
Andrew Gessow      

/s/ Steve Horowitz

    Director    March 1, 2022
Steve Horowitz      

/s/ Robert McDonald

    Director    March 1, 2022
Robert McDonald      

/s/ Alison Hawkins

    Director    March 1, 2022
Alison Hawkins      

/s/ David Oppenheimer

    Director    March 1, 2022
David Oppenheimer      

/s/ Lorraine Hariton

    Director    March 1, 2022
Lorraine Hariton      

/s/ Christy Wyatt

    Director    March 1, 2022
Christy Wyatt      

Exhibit 5.1

 

LOGO   

SIDLEY AUSTIN LLP

555 CALIFORNIA STREET

SUITE 2000

SAN FRANCISCO, CA 94104

+1 415 772 1200

+1 415 772 7400 FAX

 

AMERICA • ASIA PACIFIC • EUROPE

March 1, 2022

Quotient Technology Inc.

1260 East Stringham Avenue, Suite 600

Salt Lake City, Utah 84106

Re: 4,191,177 Shares of Common Stock, $0.00001 par value per share

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Quotient Technology Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 3,791,177 shares of Common Stock, $0.00001 par value per share, of the Company which may be issued under the Quotient Technology Inc. 2013 Equity Incentive Plan (the “2013 Plan”) and 400,000 shares of Common Stock, $0.00001 par value per share, of the Company which may be issued under the Quotient Technology Inc. 2013 Employee Stock Purchase Plan (the “ESPP,” and the 2013 Plan and ESPP, collectively, the “Plans”). These shares of Common Stock to be registered under the Plans are referred to herein as the “Registered Shares.”

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined the Registration Statement, the Company’s certificate of incorporation, as amended, the Plans, the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the Plans, and the resolutions adopted by the stockholders of the Company relating to the Plans. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.

LOGO

Quotient Technology Inc.

March 1, 2022

Page 2

Based on the foregoing, we are of the opinion that: each Registered Share that is newly issued pursuant to the Plans will be validly issued, fully paid and non-assessable when: (i) the Registration Statement, as finally amended, shall have become effective under the Securities Act; (ii) such Registered Share shall have been duly issued and delivered in accordance with the applicable Plan; and (iii) certificates representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof or, if any Registered Share is to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Registered Share to the person entitled thereto against payment of the agreed consideration therefor in an amount not less than the par value thereof, all in accordance with the applicable Plan.

This opinion letter is limited to the General Corporation Law of the State of Delaware. We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.

We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of 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.

 

Very truly yours,

 

/s/ Sidley Austin LLP
Sidley Austin LLP

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan of Quotient Technology Inc. of our reports dated March 1, 2022, with respect to the consolidated financial statements of Quotient Technology Inc. and the effectiveness of internal control over financial reporting of Quotient Technology Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California

March 1, 2022

Exhibit 107

Calculation of Filing Fee Table

FORM S-8

(Form Type)

Quotient Technology Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: 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(2)

               
Equity(3)   Common Stock, $0.00001 par value per share   Rule 457(c) and Rule 457(h)   3,791,177   $6.42   $24,339,356.34   .0000927   $2,257
               
Equity (4)   Common Stock, $0.00001 par value per share   Rule 457(c) and Rule 457(h)   400,000   $5.46   $2,184,000.00   .0000927   $203
         
Total Offering Amounts     $26,523,356.34     $2,460
         
Total Fee Offsets         $—  
         
Net Fee Due               $2,460

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under to the Registrant’s 2013 Equity Incentive Plan (the “2013 Plan”) and the Registrant’s 2013 Employee Stock Purchase Plan, as amended (the “ESPP”) set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Common Stock, as applicable.

 

(2)

Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $6.42 per share, the average of the high and low prices of the Registrant’s Common Stock on February 22, 2022 as reported on the New York Stock Exchange. Pursuant to the ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value on (i) the first trading day of the offering period or (ii) the purchase date.

 

(3)

Reflects an automatic increase of 3,791,177 on January 1, 2022 to the number of shares of the Registrant’s Common Stock reserved for issuance under the 2013 Plan, which annual increase is provided for in the 2013 Plan.

 

(4)

Reflects an automatic annual increase of 400,000 on January 1, 2022 to the number of shares of Registrant’s Common Stock reserved for issuance under the ESPP, which annual increase is provided for in the ESPP.