CS Disco, Inc. (Form: S-8, Received: 02/24/2023 17:29:14)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on February 24, 2023.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CS Disco Inc.

(Exact name of Registrant as specified in its charter)

Delaware

46-4254444

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

111 Congress Ave.

Suite 900

Austin, Texas 78701

(833) 653-4726

(Address of principal executive offices) (Zip code)

CS Disco, Inc. 2021 Equity Incentive Plan

CS Disco, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

Kiwi Camara

Chief Executive Officer

CS Disco, Inc.

111 Congress Ave.

Suite 900

Austin, Texas 78701

(833) 653-4726

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

Copies to:

Jodie Bourdet

Trey Reilly

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

Michael Lafair

Executive Vice President, Chief Financial Officer

CS Disco, Inc.

111 Congress Ave.

Suite 900

Austin, Texas 78701

(833) 653-4726

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 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, CS Disco, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,959,497 additional shares of its common stock under the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2023, and (ii) 591,899 additional shares of its common stock under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2023. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.

PART II

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The contents of the Registrant’s Registration Statements on Form S-8 (File Nos. 333-258076 and 333-263046), filed with the Commission on July 21, 2022 and February 25, 2022, respectively.

(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Commission on February 24, 2023.

(c) The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed on July 16, 2021 (File No. 001-40624) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 subsequently filed document that also 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
Exhibit Number	Description	Schedule Form	File Number	Exhibit	Filing Date

4.1	Amended and Restated Certificate of Incorporation of CS Disco, Inc.	8-K	001-40624	3.1	July 23, 2021

4.2	Amended and Restated Bylaws of CS Disco, Inc.	10-K	001-40624	3.2	February 24, 2023

4.3	Form of Common Stock Certificate of the Registrant.	S-1/A	333-257435	4.1	July 12, 2021

5.1*	Opinion of Cooley LLP.

23.1*	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2*	Consent of Cooley LLP (included in Exhibit 5.1).

24.1*	Power of Attorney (included on the signature page of this Form S-8).

99.1	2021 Equity Incentive Plan and forms of agreements thereunder.	S-1/A	333-257435	10.3	July 12, 2021

99.2	2021 Employee Stock Purchase Plan.	S-1/A	333-257435	10.4	July 12, 2021

99.3	Forms of Performance-Vesting Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan.	10-Q	001-40624	10.2	May 13, 2022

107*	Filing fee table.

*	Filed herewith

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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on this 24th day of February, 2023.


CS DISCO, INC.

By:		/s/ Kiwi Camara
Name:		Kiwi Camara
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kiwi Camara and Michael Lafair, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, 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 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 his, her or their substitute or substitutes, 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.


Signature	Title	Date

/s/ Kiwi Camara Kiwi Camara	Chief Executive Officer and Director (Principal Executive Officer)	February 24, 2023

/s/ Michael Lafair Michael Lafair	Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)	February 24, 2023

/s/ Krishna Srinivasan Krishna Srinivasan	Chair of the Board of Directors and Director	February 24, 2023

/s/ Tyson Baber Tyson Baber	Director	February 24, 2023

/s/ Susan L. Blount Susan L. Blount	Director	February 24, 2023

/s/ Colette Pierce Burnette Colette Pierce Burnette	Director	February 24, 2023

/s/ Aaron Clark Aaron Clark	Director	February 24, 2023

/s/ Robert P. Goodman Robert P. Goodman	Director	February 24, 2023

/s/ Scott Hill Scott Hill	Director	February 24, 2023

/s/ James Offerdahl James Offerdahl	Director	February 24, 2023

Exhibit 5.1

LOGO

Jodie Bourdet

+1 415 693 2054

jbourdet@cooley.com

February 24, 2023

CS Disco, Inc.

111 Congress Ave.

Suite 900

Austin, Texas 78701

Re:

Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to CS Disco, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”), covering the offering of up to 3,551,396 shares (the “Shares”) of the Company’s common stock, par value $0.005 per share (“Common Stock”) consisting of (a) 2,959,497 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (b) 591,899 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP 3 Embarcadero Center, 20^th Floor San Francisco, CA 94111

t: (415) 693-2054 f: (415) 693-2222 cooley.com

LOGO

CS Disco, Inc.

February 24, 2023

Page Two

We consent to the filing of 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

Sincerely,


COOLEY LLP

By:		/s/ Jodie Bourdet
		Jodie Bourdet

Cooley LLP 3 Embarcadero Center, 20^th Floor San Francisco, CA 94111

t: (415) 693-2054 f: (415) 693-2222 cooley.com

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 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan of CS Disco, Inc. of our report dated February 24, 2023, with respect to the consolidated financial statements of CS Disco, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Austin, Texas

February 24, 2023

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

CS Disco, Inc.

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
Fees to be Paid	Equity	Common Stock, par value $0.005 per share, 2021 Equity Incentive Plan	Other⁽²⁾	2,959,497⁽⁴⁾	$8.185	$24,223,482.95	0.00011020	$2,669.43
	Equity	Common Stock, par value $0.005 per share, 2021 Employee Stock Purchase Plan	Other⁽³⁾	591,899⁽⁵⁾	$6.95725	$4,117,989.32	0.00011020	$453.80
Fees Previously Paid	—	—	—	—	—	—	—	—
	Total Offering Amounts				—	$28,341,472.26	—	$3,123.23
	Total Fees Previously Paid				—	—	—	—
	Total Fee Offsets				—	—	—	—
	Net Fee Due				—	—	—	$3,123.23

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the plans 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.

(2)

(3)

Estimated in accordance with Rule 457(c) and (h) 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 common stock as reported on the New York Stock Exchange on February 17, 2023, multiplied by 85.0%, which is the percentage of the price per share applicable to purchases under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”).

(4)

Represents an automatic annual increase equal to 5.0% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”).

(5)

Represents an automatic increase equal to 1.0% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 ESPP.