UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S‑8
REGISTRATION STATEMENT
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UNDER
THE SECURITIES ACT OF 1933
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LIMELIGHT NETWORKS, INC.
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(Exact name of Registrant as specified in its charter)
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Delaware
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20-1677033
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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222 South Mill Avenue, 8th
Floor
Tempe, Arizona 85281
(602) 850-5000
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(Address, including zip code, and telephone number, including area code, of principal executive offices)
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AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
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(Full title of the plan)
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Robert A. Lento
President, Chief Executive Officer and Director
Limelight Networks, Inc.
222 South Mill Avenue, 8th
Floor
Tempe, Arizona 85281
(602) 850-5000
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(Name, address and telephone number, including area code, of agent for service)
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Copy to:
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Mitzi Chang
Goodwin Procter LLP
3 Embarcadero Center, 28
th
Floor
San Francisco, CA 94111
(415) 733-6000
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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,” “smaller reporting company” and "Emerging Growth Company" in Rule 12b‑2 of the Exchange Act.
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Large accelerated filer
o
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Accelerated filer
þ
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Non-accelerated filer
o
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Smaller Reporting Company
o
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Emerging Growth Company
o
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Title of Securities to be Registered
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Amount to be
Registered(1)
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Proposed Maximum Offering Price Per Share
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Proposed Maximum Aggregate Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, to be issued under the Amended and Restated 2007 Equity Incentive Plan
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4,500,000(2)
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$2.78(3)
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$ 12,510,000(3)
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$1,516.21
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(1)
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Pursuant to Rule 416 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 Registrant's Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan") by reason of any stock dividend, stock split, recapitalization or any similar transaction effected without the Registrant's receipt of consideration.
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(2)
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Represents an additional 4,500,000 shares of Common Stock available for issuance under the Registrant’s 2007 Plan as a result of provisions in the Registrant’s 2007 Plan that allow for the automatic annual increase of Common Stock available for issuance under such plan.
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(3)
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Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee,
based upon $2.78, the average of the high and low prices of the Registrant’s Common Stock on January 25, 2019, as reported on the NASDAQ Global Select Market.
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(a)
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The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2018 (the “Annual Report”), as filed with the Commission on January 31, 2019;
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(b)
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All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report; and
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(c)
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The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-33508), as filed with the Commission on May 30, 2007 pursuant to Section 12(b) of the Exchange Act and as declared effective on June 7, 2007, including any amendment or report filed for the purpose of updating such description.
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Exhibit Number
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Description
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4.1*
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4.2**
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5.1
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23.1
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23.2
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Consent of Goodwin Procter LLP
(contained in Exhibit 5.1 hereto)
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24.1
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Power of Attorney
(contained on signature page hereto)
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*
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Incorporated by reference to exhibits filed with the Registrant’s Registration Statement on Form S‑1, as amended (Registration No. 333-141516), as declared effective on June 7, 2007.
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**
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Incorporated by reference to exhibits filed with the Registrant’s Quarterly Report on Form 10-Q (Registration No. 001-33508), as filed on October 27, 2016.
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Signature
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Title
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Date
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/s/ Robert A. Lento
Robert A. Lento |
President, Chief Executive Officer and Director
(Principal Executive Officer)
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February 1, 2019
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/s/ Sajid Malhotra
Sajid Malhotra |
Chief Financial Officer (Principal Financial Officer)
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February 1, 2019
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/s/ Daniel R. Boncel
Daniel R. Boncel |
Vice President, Finance (Principal Accounting Officer)
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February 1, 2019
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/s/ Walter D. Amaral
Walter D. Amaral |
Non-Executive Chairman of the Board and Director
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February 1, 2019
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/s/ Doug Bewsher
Doug Bewsher |
Director
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February 1, 2019
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/s/ Marc DeBevoise
Marc DeBevoise |
Director
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February 1, 2019
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/s/ Jeffrey T. Fisher
Jeffrey T. Fisher |
Director
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February 1, 2019
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/s/ Scott Genereux
Scott Genereux |
Director
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February 1, 2019
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/s/ Patricia Parra Hadden
Patricia Parra Hadden |
Director
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February 1, 2019
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/s/ David C. Peterschmidt
David C. Peterschmidt |
Director
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February 1, 2019
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Re:
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Securities Being Registered under Registration Statement on Form S-8
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