As filed with the Securities and Exchange Commission on March 27, 2020 Registration No. 333-



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933


DOCUSIGN, INC.
(Exact name of registrant as specified in its charter)


Delaware

91-2183967
(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)
221 Main St., Suite 1550
San Francisco, California 94105
(Address of principal executive offices) (Zip code)
DocuSign, Inc. 2018 Equity Incentive Plan
DocuSign, Inc. 2018 Employee Stock Purchase Plan
(Full title of the plan)
Daniel D. Springer
Chief Executive Officer
DocuSign, Inc.
221 Main St., Suite 1550
San Francisco, California 94105
(Name and address of agent for service)
(415) 489-4940
(Telephone number, including area code, of agent for service)





Copies to:
David A. Bell, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
Telephone: (650) 988-8500


Trâm Phi, Esq.
Senior Vice President and General Counsel
DocuSign, Inc.
221 Main St., Suite 1550
San Francisco, California 94105
(415) 489-4940



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.

CALCULATION OF REGISTRATION FEE



Title of Securities
to be Registered

Amount
to be
Registered(1)

Proposed
Maximum
Offering
Price per Share

Proposed
Maximum
Aggregate
Offering Price

Amount of
Registration Fee
Common Stock, par value $0.0001 per share








-2018 Equity Incentive Plan

9,062,722 (2)

$83.30(3)

$754,879,428.99

$97,983.35
-2018 Employee Stock Purchase Plan

1,812,544 (4)

$70.80(5)

$128,329,474.61

$16,657.17
Total

10,875,266



   $883,208,903.60

  $114,640.52


(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock, par value $0.0001 (the “Common Stock”), that become issuable in respect of the securities identified in the above table under the 2018 Equity Incentive Plan (the “2018 Plan”) or 2018 Employee Stock Purchase Plan (the “2018 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant’s receipt of consideration that results in an increase in the number of outstanding shares of Registrant’s Common Stock.
(2) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 Plan on February 1, 2020 pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2018 Plan automatically increases in an amount equal to (i) 5% of the total number of shares of the Registrant’s capital stock outstanding on January 31st or (ii) a lesser number of shares as determined by the Registrant’s board of directors.
(3)
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $83.30 per share, which is the average of the high and low prices of Common Stock on March 23, 2020, as reported on the Nasdaq Global Select Market.
(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2018 ESPP on February 1, 2020 pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2018 ESPP automatically increases on February 1st of each year in an amount equal to the lesser of (i) 1% of the total number of shares of the Registrant’s common stock outstanding on January 31st, (ii) 3,800,000 shares, or (iii) a lower number determined by the Registrant’s board of directors.
(5)
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of eighty-five percent (85%) of $83.30 per share, which is the average of the high and low prices of Common Stock on March 23, 2020, as reported on the Nasdaq Global Select Market. Pursuant to the 2018 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be at least eighty-five (85%) of the lower of the fair market value of a share of Common Stock on the first day of trading of the offering period or on the exercise date.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 is being filed by DocuSign, Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) to register 9,062,722 additional shares of Common Stock reserved for issuance under the 2018 Plan and 1,812,544 additional shares of Common Stock reserved for issuance under the 2018 ESPP pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s earlier registration statements on Form S-8 with the Commission on May 1, 2018 (Registration No. 333-224577) and on March 27, 2019 (Registration No. 333-230523) to the extent not superseded hereby. In accordance with the instructional note to Part I of Form S-8 promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020 (the “Annual Report”), filed with the Commission on March 27, 2020 pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(b) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above.


(c) The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on April 24, 2018 (File No. 001-38465) under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
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) 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 8-K 001-38465 3.1 May 1, 2018
4.2 S-1 333-223990 3.5 March 28, 2018
4.3 S-1/A 333-223990 4.1 April 17, 2018
5.1*




23.1*




23.2* Consent of Fenwick & West LLP (included in Exhibit 5.1)




24.1* Power of Attorney (reference is made to the signature page hereto)




99.1 S-8 333-224577 10.6 May 1, 2018
99.2 S-1 333-223990 10.6 March 28, 2018
99.3 S-1 333-223990 10.7 March 28, 2018
99.4 10-Q 001-38465 10.1 September 6, 2019
99.5 S-8 333-224577 10.9 May 1, 2018

* 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 San Francisco, State of California, on March 27, 2020.

DOCUSIGN, INC.
By: /s/ Daniel D. Springer
Daniel D. Springer
Chief Executive Officer

        POWER OF ATTORNEY 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel D. Springer, Michael J. Sheridan and Trâm Phi, 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 or her 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/ Daniel D. Springer President and Director March 27, 2020
Daniel D. Springer
(Principal Executive Officer)




/s/ Michael J. Sheridan
Chief Financial Officer
March 27, 2020
Michael J. Sheridan
(Principal Financial Officer and
Principal Accounting Officer)




/s/ Mary Agnes Wilderotter Director March 27, 2020
Mary Agnes Wilderotter





/s/ Cynthia Gaylor Director March 27, 2020
Cynthia Gaylor





/s/ John M. Hinshaw Director March 27, 2020
John M. Hinshaw





/s/ Blake J. Irving Director March 27, 2020
Blake J. Irving





/s/ Louis J. Lavigne, Jr. Director March 27, 2020
Louis J. Lavigne, Jr.





/s/ Enrique T. Salem Director March 27, 2020
Enrique T. Salem





/s/ S. Steven Singh Director March 27, 2020
S. Steven Singh





/s/ Peter Solvik Director March 27, 2020
Peter Solvik





/s/ Inhi Cho Suh Director March 27, 2020
Inhi Cho Suh







EXHIBIT 5.1
IMAGE_01.JPG
March 27, 2020

DocuSign, Inc.
221 Main St., Suite 1550
San Francisco, CA 94105

Ladies and Gentlemen:
At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by DocuSign, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “Commission”) on or about March 25, 2020 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of an aggregate of 10,875,266 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”), subject to issuance by the Company (a) upon the exercise of stock options and the settlement of restricted stock units granted or to be granted under the Company’s 2018 Equity Incentive Plan, as amended to date (the “2018 Plan”) and (b) pursuant to purchase rights granted or to be granted under the Company’s 2018 Employee Stock Purchase Plan, as amended to date (the “Purchase Plan”). The 2018 Plan and the Purchase Plan are each individually referred to herein as a “Plan” and collectively as the “Plans.”
At your request we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”).
In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of: the Company’s current Certificate of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Plans, the Registration Statement and the exhibits thereto; certain corporate proceedings of the Company’s Board of Directors and the Company’s stockholders relating to adoption or approval of the Company Charter Documents, the Plans, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the Shares under the Securities Act and documents (including a certificate from the Company’s transfer agent) regarding the Company’s outstanding and reserved capital stock and other securities and such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents



(other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated March 27, 2020 issued by the Delaware Secretary of State with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state.
Based upon, and subject to, the foregoing, it is our opinion that when the 10,875,266 Shares of Common Stock that may be issued and sold by the Company (a) upon the exercise of stock options and the settlement of restricted stock units granted or to be granted under the 2018 Plan and (b) pursuant to purchase rights granted or to be granted under the Purchase Plan have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including without limitation payment and authorization provisions) of the applicable Plan and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
FENWICK & WEST LLP
By: /s/ David A. Bell 
 David A. Bell, a Partner



Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of DocuSign, Inc. of our report dated March 27, 2020 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in DocuSign, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2020.

/s/ PricewaterhouseCoopers LLP
San Jose, California
March 27, 2020