As filed with the Securities and Exchange Commission on February 27, 2015 Registration No. 333- |
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)
Delaware | 20-1854266 |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
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:
David G. Peinsipp | Laurence Wilson |
Cooley LLP | Senior Vice President and General Counsel |
101 California Street, 5 th Floor | Yelp Inc. |
San Francisco, California 94111 | 140 New Montgomery Street, 9 th Floor |
(415) 693-2000 | San Francisco, California 94105 |
(415) 908-3801 |
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.
Large accelerated filer ☒ | Accelerated filer ☐ | ||
Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☐ |
CALCULATION OF REGISTRATION FEE
Proposed | ||||
Maximum | Proposed Maximum | |||
Title of Securities | Amount to be | Offering | Aggregate | Amount of |
to be Registered | Registered(1) | Price per Share | Offering Price | Registration Fee |
Class A Common Stock, par value | ||||
$0.000001 per share | 1,458,411(2) | $46.9725 (3) | $68,505,210.70 (3) | $7,960.31 |
(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 Registrants 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 Registrants Class A Common Stock. |
(2) | Represents shares of Class A Common Stock that were automatically added to the shares reserved for issuance under the Registrants 2012 Equity Incentive Plan, as amended (the 2012 Plan) on January 1, 2015 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 Registrants capital stock outstanding on December 31 st of the immediately preceding calendar year, and (ii) a number determined by the Registrants board of directors. |
(3) | Estimated in accordance with Rules 457(c) and(h) solely for the purpose of calculating the registration fee on the basis of $46.9725 per share, the average of the high and low prices of the Registrants Class A Common Stock on February 25, 2015 as reported on the New York Stock Exchange. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,458,411 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), October 31, 2013 (File No. 333-192016) and March 3, 2014 (File No. 333-194260);
(b) The description of the Registrants 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 Registrants Annual Report on Form 10-K for the year ended December 31, 2014, which includes audited financial statements for the Registrants latest fiscal year, filed with the Securities and Exchange Commission on February 27, 2015; and
(d) The Registrants Current Reports on Form 8-K filed with the Securities and Exchange Commission on January 14, 2015 and February 10, 2015.
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
Filed | ||||||||||||
Exhibit | Incorporated by Reference | Herewith | ||||||||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||
3.1 | Amended and Restated Certificate of Incorporation of Yelp | 8-K | 001-35444 | 3.1 | 3/9/2012 | |||||||
Inc. | ||||||||||||
3.2 | Amended and Restated Bylaws of Yelp Inc. | S-1/A | 333-178030 | 3.4 | 2/3/2012 | |||||||
4.1 | Reference is made to Exhibits 3.1 and 3.2. | |||||||||||
4.2 | Form of Class A Common Stock Certificate. | S-1/A | 333-178030 | 4.1 | 2/3/2012 | |||||||
4.3 | Form of Class B Common Stock Certificate. | S-1/A | 333-178030 | 4.2 | 2/3/2012 | |||||||
5.1 | Opinion of Cooley LLP. | X | ||||||||||
23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | X | ||||||||||
23.2 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
24.1 | Power of Attorney (included on signature page). | X | ||||||||||
99.1 | 2012 Equity Incentive Plan, as amended. | 8-K | 001-35444 | 10.1 | 6/11/2013 | |||||||
99.2 | Form of Option Agreement and Grant Notice and RSU Award | S-1/A | 333-178030 | 10.17 | 2/3/2012 | |||||||
Agreement and Grant Notice under the 2012 Equity Incentive | ||||||||||||
Plan, as amended. |
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 27 th of February, 2015.
YELP INC. |
By: /s/ Jeremy Stoppelman |
Jeremy Stoppelman |
Chief Executive Officer |
POWER OF ATTORNEY
Know All Persons By These Presents , 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.
Signature | Title | Date | ||
/s/ Jeremy Stoppelman | Chief Executive Officer and Director | February 27, 2015 | ||
Jeremy Stoppelman | (Principal Executive Officer) | |||
/s/ Geoff Donaker | Chief Operating Officer and Director | February 27, 2015 | ||
Geoff Donaker | ||||
/s/ Rob Krolik | Chief Financial Officer | February 27, 2015 | ||
Rob Krolik | (Principal Financial and Accounting Officer) | |||
/s/ Max R. Levchin | Chairman | February 27, 2015 | ||
Max R. Levchin | ||||
/s/ Fred Anderson | Director | February 27, 2015 | ||
Fred Anderson | ||||
/s/ Peter Fenton | Director | February 27, 2015 | ||
Peter Fenton | ||||
/s/ Robert Gibbs | Director | February 27, 2015 | ||
Robert Gibbs | ||||
/s/ Diane Irvine | Director | February 27, 2015 | ||
Diane Irvine | ||||
/s/ Jeremy Levine | Director | February 27, 2015 | ||
Jeremy Levine | ||||
/s/ Mariam Naficy | Director | February 27, 2015 | ||
Mariam Naficy |
EXHIBIT INDEX
Filed | ||||||||||||
Exhibit | Incorporated by Reference | Herewith | ||||||||||
Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | |||||||
3.1 | Amended and Restated Certificate of Incorporation of Yelp | 8-K | 001-35444 | 3.1 | 3/9/2012 | |||||||
Inc. | ||||||||||||
3.2 | Amended and Restated Bylaws of Yelp Inc. | S-1/A | 333-178030 | 3.4 | 2/3/2012 | |||||||
4.1 | Reference is made to Exhibits 3.1 and 3.2. | |||||||||||
4.2 | Form of Class A Common Stock Certificate. | S-1/A | 333-178030 | 4.1 | 2/3/2012 | |||||||
4.3 | Form of Class B Common Stock Certificate. | S-1/A | 333-178030 | 4.2 | 2/3/2012 | |||||||
5.1 | Opinion of Cooley LLP. | X | ||||||||||
23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | X | ||||||||||
23.2 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
24.1 | Power of Attorney (included on signature page). | X | ||||||||||
99.1 | 2012 Equity Incentive Plan, as amended. | 8-K | 001-35444 | 10.1 | 6/11/2013 | |||||||
99.2 | Form of Option Agreement and Grant Notice and RSU Award | S-1/A | 333-178030 | 10.17 | 2/3/2012 | |||||||
Agreement and Grant Notice under the 2012 Equity Incentive | ||||||||||||
Plan. |
David G. Peinsipp
T: +1 415 693 2177
dpeinsipp@cooley.com
February 27, 2015
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 1,458,411 shares of the Companys Class A common stock, par value $0.000001 (the Shares ) pursuant to the Companys 2012 Equity Incentive Plan (the 2012 EIP ).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the 2012 EIP, (c) the Companys 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.
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: | /s/ David G. Peinsipp | |
David G. Peinsipp |
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM
Exhibit 23.2
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 relating to the financial statements of Yelp Inc. and the effectiveness of Yelp Inc.s internal control over financial reporting dated February 27, 2015, appearing in the Annual Report on Form 10-K of Yelp Inc. for the year ended December 31, 2014.
/S/ DELOITTE & TOUCHE LLP
San Francisco,
California
February 27, 2015