As filed with the Securities and Exchange Commission on February 28, 2018 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)
________________

Laurence Wilson
Chief Administrative Officer & General Counsel
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
Cooley LLP
101 California Street, 5 th Floor
San Francisco, California 94111
(415) 693-2000

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 ☐ (Do not check if a smaller reporting company) 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. ☐

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
Common Stock, par value $0.000001 per share 4,186,245 (2) $      43.44 (3) $      181,829,551.58 (3) $      22,637.78

(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 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 without receipt of consideration that increases the number of outstanding shares of Registrant’s Common Stock.

   
(2)

Represents shares of 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, 2018 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) 7% 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.

   
(3)

Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $43.44 per share, the average of the high and low prices of the Registrant’s Common Stock on February 27, 2018 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 4,186,245 shares of 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 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 (the “SEC”) on March 19, 2012. These additional shares of 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, starting on January 1, 2013 and continuing through January 1, 2022, by the lesser of (i) 7.0% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year, and (ii) a number determined by the Registrant’s board of directors (the “Board”). In December 2017, the Board determined that on January 1, 2018, the number of shares subject to the 2012 Plan would increase by 5% of the total number of shares of the Registrant’s capital stock outstanding on December 31, 2017.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the SEC 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 SEC on March 19, 2012 (File No. 333-180221), March 26, 2013 (File No. 333-187545), October 31, 2013 (File No. 333-192016), March 3, 2014 (File No. 333-194260), February 27, 2015 (File No. 333-202332), February 24, 2016 (File No. 333-209683), May 6, 2016 (File No. 333-211198) and March 2, 2017 (File No. 333-216389);

(b) The description of the Registrant’s Common Stock contained in a registration statement on Form 8-A/A filed with the SEC on September 23, 2016 (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, 2017, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 28, 2018; and

(d) The Registrant’s Current Report on Form 8-K filed with the SEC on January 17, 2018.

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
Incorporated by Reference Herewith
Exhibit
Number Exhibit Description Form File No. Exhibit Filing Date
3.1 Ninth Amended and Restated Certificate of Incorporation of Yelp Inc. 8 -A/A 001-35444 3.2 9/23/2016
                         
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 Common Stock Certificate. 8 -A/A 001-35444 4.1 9/23/2016
                         
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 Yelp Inc. 2012 Equity Incentive Plan, as amended. 8 -K 001-35444 10.1 9/23/2016
                         
99.2 Form of Option Agreement and Grant Notice and RSU Award Agreement and Grant Notice under the Yelp Inc. 2012 Equity Incentive Plan, as amended. S-1 /A 333-178030 10.17 2/3/2012

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, 2018.

YELP INC.
 
By: /s/ Charles Baker
       Charles Baker
        Chief Financial Officer

POWER OF ATTORNEY

Know All Persons By These Presents , that each person whose signature appears below constitutes and appoints Charles Baker 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 28, 2018
Jeremy Stoppelman (Principal Executive Officer)
   
/s/ Charles Baker Chief Financial Officer February 28, 2018
Charles Baker (Principal Financial and Accounting Officer)
   
/s/ Diane Irvine Chairperson February 28, 2018
Diane Irvine
   
/s/ Fred Anderson Director February 28, 2018
Fred Anderson
   
/s/ Geoff Donaker Director February 28, 2018
Geoff Donaker
   
/s/ Peter Fenton Director February 28, 2018
Peter Fenton
   
/s/ Robert Gibbs Director February 28, 2018
Robert Gibbs
   
/s/ Jeremy Levine Director February 28, 2018
Jeremy Levine
   
/s/ Mariam Naficy Director February 28, 2018
Mariam Naficy

Exhibit 5.1

Siana E. Lowrey
T: +1 415 693 2150
slowrey@cooley.com




February 28, 2018

Yelp Inc.
140 New Montgomery Street, 9 th Floor
San Francisco, CA 94105

Re:     Registration on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Yelp Inc., a Delaware corporation (the “ Company ”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “ Registration Statement ”) with the Securities and Exchange Commission, covering the offering of up to 4,186,245 shares of the Company’s Common Stock, par value $0.000001 (the “ Shares ”), issuable pursuant to the Company’s 2012 Equity Incentive Plan, as amended (the “ Plan ”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plan and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem 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, and the accuracy, completeness and authenticity of certificates of public officials. 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. 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 Plan, the Registration Statement and 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).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By:            /s/ Siana E. Lowrey
            Siana E. Lowrey

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 consolidated financial statements of Yelp Inc. and subsidiaries and the effectiveness of Yelp Inc. and subsidiaries’ internal control over financial reporting dated February 28, 2018, appearing in the Annual Report on Form 10-K of Yelp Inc. for the year ended December 31, 2017.

/ s / DELOITTE & TOUCHE LLP

San Francisco, CA
February 28, 2018