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As filed with the Securities and
Exchange Commission on March 3, 2014
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Registration No.
333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
_____________
YELP INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-1854266
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer Identification
No.)
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140 New Montgomery Street, 9
th
Floor
San Francisco, California 94105
(Address of principal executive offices) (Zip
code)
__________________
2012 Equity Incentive Plan, As
Amended
(Full title of the
plan)
___________________
Rob Krolik
Chief Financial
Officer
Yelp Inc.
140 New Montgomery
Street, 9
th
Floor
San Francisco, California 94105
(415)
908-3801
(Name and address of agent for
service) (Telephone number, including area code, of agent for
service)
___________________
Copies to:
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David G.
Peinsipp
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Laurence
Wilson
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Cooley
LLP
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Senior Vice
President and General Counsel
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101 California
Street, 5
th
Floor
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Yelp
Inc.
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San Francisco,
California 94111
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140 New Montgomery
Street, 9
th
Floor
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(415)
693-2000
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San Francisco,
California 94105
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(415)
908-3801
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Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large accelerated
filer
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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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(Do not check if a
smaller reporting company)
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Smaller reporting
company
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o
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CALCULATION OF REGISTRATION FEE
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Proposed
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Maximum
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Proposed
Maximum
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Title of Securities
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Amount to
be
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Offering
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Aggregate
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Amount
of
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to be
Registered
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Registered(1)
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Price per Share
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Offering Price
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Registration Fee
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Class A Common Stock, par value
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2,834,979
(2)
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$ 94.275
(3)
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$ 267,267,645.23
(3)
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$ 34,424.07
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$0.000001 per share
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(1)
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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 Registrant’s Class A Common Stock that become
issuable under the plan set forth herein by reason of any stock dividend,
stock split, recapitalization, or other similar transaction effected
without receipt of consideration that increases the number of outstanding
shares of Registrant’s Class A Common Stock.
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(2)
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Represents
shares of Class A Common Stock that were automatically added to the shares
reserved for issuance under the Registrant’s 2012 Equity Incentive Plan,
as amended (the “2012 Plan”) on January 1, 2014 pursuant to an “evergreen”
provision contained in the 2012 Plan. Pursuant to such provision, the
number of shares reserved for issuance under the 2012 Plan automatically
increases on January 1
st
of each year, starting on January 1,
2013 and continuing through January 1, 2022, by the lesser of (i) 4% of
the total number of shares of the Registrant’s capital stock outstanding
on December 31
st
of the immediately preceding calendar year,
and (ii) a number determined by the Registrant’s board of
directors.
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(3)
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Estimated
in accordance with Rules 457(c) and (h) solely for the purpose of
calculating the registration fee on the basis of $94.275 per share, the
average of the high and low prices of the Registrant’s Class A Common
Stock on February 24, 2014 as reported on the New York Stock
Exchange.
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EXPLANATORY NOTE
This Registration
Statement on Form S-8 is being filed for the purpose of registering an
additional 2,834,979 shares of Class A Common Stock of Yelp Inc. (the
“Registrant”) issuable pursuant to the Yelp Inc. 2012 Equity Incentive Plan, as
amended (the “2012 Plan”). These additional shares of Class A Common Stock are
securities of the same class as other securities for which an original
registration statement on Form S-8 (File No. 333-180221) was filed with the
Securities and Exchange Commission on March 19, 2012. These additional shares of
Class A Common Stock have become reserved for issuance as a result of the
operation of the “evergreen” provision of the 2012 Plan, which provides that the
total number of shares subject to such plan will be increased on the first day
of each fiscal year pursuant to a specified formula.
PART II
ITEM 3. INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The following
documents filed by the Registrant with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement:
(a)
The
contents of the earlier registration statements on Form S-8 relating to the 2012
Plan, previously filed with the Securities and Exchange Commission on March 19,
2012 (File No. 333-180221), March 26, 2013 (File No. 333-187545) and October 31,
2013 (File No. 333-192016);
(b)
The
description of the Registrant’s Class A Common Stock contained in a registration
statement on Form 8-A filed with the Securities and Exchange Commission on
February 27, 2012 (File No. 001-35444) 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;
(c)
The
Registrant’s Annual Report on Form 10-K for the year ended December 31, 2013,
which includes audited financial statements for the Registrant’s latest fiscal
year, filed with the Securities and Exchange Commission on March 3, 2014;
and
(d)
The
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 23, 2014.
All documents filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date 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 in this Registration
Statement and to be a part hereof from the date of filing of such documents,
except as to any portion of any future annual, quarterly or current report of
the Registrant or document that is not deemed filed under such provisions.
Unless expressly incorporated into this Registration Statement, a report (or
portion thereof) “furnished” on Form 8-K shall not be incorporated by reference
into this Registration Statement. Any statement contained in a document
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 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
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Filed
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Incorporated by
Reference
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Herewith
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Exhibit
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Number
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Exhibit
Description
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Form
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File
No.
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Exhibit
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Filing
Date
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3.1
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Amended and Restated Certificate of Incorporation of Yelp
Inc.
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8
-K
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001-35444
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3.1
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3/9/2012
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3.2
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Amended and Restated Bylaws of Yelp Inc.
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S-1
/A
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333-178030
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3.4
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2/3/2012
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4.1
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Reference is made to Exhibits 3.1 and 3.2.
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4.2
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Form of Class A Common Stock Certificate.
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S-1
/A
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333-178030
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4.1
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2/3/2012
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4.3
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Form of Class B Common Stock Certificate.
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S-1
/A
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333-178030
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4.2
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2/3/2012
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5.1
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Opinion of Cooley LLP.
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X
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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X
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23.2
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Consent of Independent Registered Public Accounting
Firm.
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X
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24.1
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Power of Attorney (included on signature page).
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X
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99.1
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Fourth Amended and Restated Investor Rights Agreement, by and
between Registrant and the investors listed on Schedules I and II thereto, dated
January 22, 2010.
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S-1
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333-178030
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10.1
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11/17/2011
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99.2
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2012 Equity Incentive Plan, as amended.
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8
-K
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001-35444
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10.1
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6/11/2013
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99.3
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Form of Option Agreement and Grant Notice and RSU Award
Agreement and Grant Notice under the 2012 Equity Incentive Plan, as
amended.
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S-1
/A
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333-178030
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10.17
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2/3/2012
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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 San
Francisco, State of California, on this 28
th
of February, 2014.
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YELP INC.
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By:
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/s/
Jeremy Stoppelman
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Jeremy Stoppelman
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Chief Executive
Officer
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POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person
whose signature appears below constitutes and appoints Rob Krolik and Laurence
Wilson, and each or any one of them, his or her true and lawful attorney-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 (including post-effective 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 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.
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Signature
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Title
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Date
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/s/ Jeremy Stoppelman
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Chief Executive Officer and
Director
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February 28, 2014
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Jeremy Stoppelman
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(Principal
Executive Officer)
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/s/ Geoff Donaker
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Chief Operating Officer and
Director
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February 28, 2014
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Geoff Donaker
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/s/ Rob Krolik
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Chief Financial Officer
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February 28, 2014
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Rob Krolik
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(Principal
Financial and Accounting Officer)
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/s/ Max R. Levchin
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Chairman
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February 28, 2014
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Max R. Levchin
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/s/ Fred Anderson
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Director
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February 28, 2014
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Fred Anderson
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/s/ Peter Fenton
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Director
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February 28, 2014
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Peter Fenton
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/s/ Robert Gibbs
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Director
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February 28, 2014
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Robert Gibbs
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/s/ Diane Irvine
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Director
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February 28, 2014
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Diane Irvine
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/s/ Jeremy Levine
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Director
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February 28, 2014
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Jeremy Levine
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/s/ Mariam Naficy
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Director
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February 28, 2014
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Mariam Naficy
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EXHIBIT
INDEX
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Filed
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Incorporated by
Reference
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Herewith
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Exhibit
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Number
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Exhibit
Description
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Form
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File
No.
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Exhibit
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Filing
Date
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3.1
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Amended and Restated Certificate of Incorporation of Yelp
Inc.
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8
-K
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001-35444
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3.1
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3/9/2012
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3.2
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Amended and Restated Bylaws of Yelp Inc.
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S-1
/A
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333-178030
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3.4
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2/3/2012
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4.1
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Reference is made to Exhibits 3.1 and 3.2.
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4.2
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Form of Class A Common Stock Certificate.
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S-1
/A
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333-178030
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4.1
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2/3/2012
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4.3
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Form of Class B Common Stock Certificate.
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S-1
/A
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333-178030
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4.2
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2/3/2012
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5.1
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Opinion of Cooley LLP.
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X
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23.1
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Consent of Cooley LLP (included in Exhibit 5.1).
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X
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23.2
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Consent of Independent Registered Public Accounting
Firm.
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X
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24.1
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Power of Attorney (included on signature page).
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X
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99.1
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Fourth Amended and Restated Investor Rights Agreement, by and
between Registrant and the investors listed on Schedules I and II thereto, dated
January 22, 2010.
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S-1
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333-178030
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10.1
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11/17/2011
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99.2
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2012 Equity Incentive Plan, as amended.
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8
-K
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001-35444
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10.1
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6/11/2013
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99.3
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Form of Option Agreement and Grant Notice and RSU Award
Agreement and Grant Notice under the 2012 Equity Incentive Plan.
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S-1
/A
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333-178030
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10.17
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2/3/2012
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David G. Peinsipp
T: +1 415 693 2177
dpeinsipp@cooley.com
February 28, 2014
Yelp Inc.
140 New Montgomery Street, 9
th
Floor
San
Francisco, CA 94105
Ladies and Gentlemen:
You have requested our opinion
with respect to certain matters in connection with the filing by Yelp Inc., a
Delaware corporation (the “
Company
”), of a
Registration Statement on Form S-8 (the “
Registration Statement
”) with the Securities and Exchange Commission covering the
offering of up to 2,834,979 shares of the Company’s Class A common stock, par
value $0.000001 (the “
Shares
”) pursuant to
the Company’s 2012 Equity Incentive Plan (the “
2012 EIP
”).
In connection with this opinion,
we have examined and relied upon (a) the Registration Statement and related
prospectuses, (b) the 2012 EIP, (c) the Company’s Amended and Restated
Certificate of Incorporation and Bylaws, as currently in effect, and (d) such
other documents, records, 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 and authenticity of all
documents submitted to us as originals; the conformity to originals of all
documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials; and the due authorization, execution and
delivery of all documents where due execution and delivery are a prerequisite to
the effectiveness thereof. As to certain factual matters, we have relied upon a
certificate of an officer of the Company and have not sought independently to
verify such matters.
Our opinion is expressed only with
respect to the General Corporation Law of the State of Delaware.
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 2012 EIP and the Registration Statement and related
prospectus, 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).
101 CALIFORNIA STREET, 5TH FLOOR,
SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM
Yelp Inc.
February 28, 2014
Page Two
We consent to the reference to our
firm under the caption “Legal Matters” in the Prospectus included in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Cooley LLP
|
By:
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/s/ David G.
Peinsipp
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David G. Peinsipp
|
101 CALIFORNIA STREET, 5TH FLOOR,
SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM