As filed with the Securities and Exchange Commission on May 6, 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
ROCKET LAB USA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 98-1550340 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
3881 McGowen Street
Long Beach, California 90808
(714) 465-5737
(Address of Principal Executive Offices)
Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan
Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan
(Full Title of the Plans)
Peter Beck
Rocket Lab USA, Inc.
President, Chief Executive Officer and Chairman
3881 McGowen Street
Long Beach, CA 90808
(714) 465-5737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Arjun Kampani | ||
Senior Vice President, General | ||
W. Stuart Ogg | Counsel and Secretary | |
Goodwin Procter LLP | Rocket Lab USA, Inc. | |
601 Marshall Street | 3881 McGowen Street | |
Redwood City, CA 94063 | Long Beach, CA 90808 | |
(650) 752-3100 | (714) 465-5737 |
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 Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement registers an aggregate of (i) 22,552,400 additional shares of common stock, par value $0.0001 per share (Common Stock) reserved for issuance under the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan (the 2021 Plan) and (ii) 4,510,480 additional shares of Common Stock reserved for issuance under the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (the ESPP), pursuant to an evergreen provision in the 2021 Plan and ESPP, respectively. This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 with the Securities and Exchange Commission on November 1, 2021 (Registration No. 333-260671) is effective. Pursuant to Instruction E of Form S-8, the information contained in the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 1, 2021 (Registration No. 333-260671) is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT INDEX
* | Filed herewith. |
# | Includes a management contract or compensatory plan. |
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 Long Beach, California, on May 6, 2022.
Rocket Lab USA, Inc. | ||
By: | /s/ Peter Beck | |
Name: | Peter Beck | |
Title: | President, Chief Executive Officer and Chairman |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Beck and Adam Spice, and each of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all 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 United States 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 to 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 any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Position |
Date | ||
/s/ Peter Beck |
President, Chief Executive Officer and Chairman | May 6, 2022 | ||
Peter Beck | (Principal Executive Officer) | |||
/s/ Adam Spice |
Chief Financial Officer | May 6, 2022 | ||
Adam Spice | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ David Cowan |
Director | May 6, 2022 | ||
David Cowan | ||||
/s/ Michael Griffin |
Director | May 6, 2022 | ||
Michael Griffin | ||||
/s/ Matthew Ocko |
Director | May 6, 2022 | ||
Matthew Ocko | ||||
/s/ Jon Olson |
Director | May 6, 2022 | ||
Jon Olson | ||||
/s/ Merline Saintil |
Director | May 6, 2022 | ||
Merline Saintil |
/s/ Alex Slusky |
Director | May 6, 2022 | ||
Alex Slusky | ||||
/s/ Sven Strohband |
Director | May 6, 2022 | ||
Sven Strohband |
Exhibit 5.1
Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 |
May 6, 2022
Rocket Lab USA, Inc.
3881 McGowen Street
Long Beach, California 90808
Re: | Securities Being 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 (the 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 27,062,880 shares (the Shares) of Common Stock, $0.0001 par value per share (Common Stock), of Rocket Lab USA, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 2021 Stock Option and Incentive Plan (the Stock Plan) and the Companys 2021 Employee Stock Purchase Plan (the ESPP and together with the Stock Plan, 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 opinion 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 no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
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, will be validly issued, fully paid and nonassessable.
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
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 report dated May 7, 2021 (June 25, 2021 as to the effects of the immaterial restatement discussed in Note 1) relating to the financial statements of Rocket Lab USA, Inc., appearing in Registration Statement No. 333-257440 of Rocket Lab USA, Inc. for the year ended December 31, 2021.
/s/ Deloitte & Touche, LLP
Los Angeles, CA
May 6, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
ROCKET LAB USA, 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 Share |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |||||||
Equity |
Common Stock, $0.0001 par value per share | 457(c) and (h) |
22,552,400(2) | $6.86(3) | $154,709,464 | 0.0000927 | $14,341.57 | |||||||
Equity |
Common Stock, $0.0001 par value per share | 457(c) and (h) | 4,510,480(4) | $6.86(3) | $30,941,892.80 | 0.0000927 | $2,868.31 | |||||||
Total Offering Amounts | $185,651,356.80 | $17,209.88 | ||||||||||||
Total Fees Previously Paid | | |||||||||||||
Total Fee Offsets(5) | | |||||||||||||
Net Fee Due | $17,209.88 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement on Form S-8 (this Registration Statement) also covers such additional and indeterminate number of securities as may become issuable pursuant to the provisions of the Rocket Lab USA, Inc. (the Registrant) 2021 Stock Option and Incentive Plan (the Equity Incentive Plan) and the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (the ESPP) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the Registrants receipt of consideration which results in an increase in the number of outstanding shares of Registrants common stock, par value $0.0001 per share (the Common Stock). |
(2) | The Equity Incentive Plan provides that an additional number of shares of Common Stock will automatically be added to the shares authorized for issuance under the Equity Incentive Plan on January 1 of each year (beginning January 1, 2022). The number of shares added each year will be equal to the lesser of: (i) 5% of the outstanding shares on the immediately preceding December 31 or (ii) such amount as determined by the Compensation Committee of the Registrants Board of Directors (the Compensation Committee). The 22,552,400 shares of Common Stock registered hereunder were authorized as of January 1, 2022 pursuant to the annual increase provisions described above. Shares available for issuance under the Equity Incentive Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on November 1, 2021 (File No. 333-260671). |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, and based on $6.86, the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Capital Market on May 4, 2022 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission). |
(4) | The ESPP provides that an additional number of shares of Common Stock will automatically be added to the shares authorized for issuance under the ESPP on January 1 of each year (beginning on January 1, 2022). The number of shares added each year will be equal to the lesser of: (i) 1% of the outstanding shares on the immediately preceding December 31, (ii) 9,980,000 shares of common stock, or (iii) such amount as determined by the Compensation Committee. The 4,510,480 shares of common stock registered hereunder were authorized as of January 1, 2022 pursuant to the annual increase provisions described above. Shares available for issuance under the ESPP were previously registered on a registration statement on Form S-8 filed with the Commission on November 1, 2021 (File No. 333-260671). |
(5) | The Registrant does not have any fee offsets. |