UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM S
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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
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(Address of principal executive offices)
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2013 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
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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, 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.
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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
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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 2013 Employee Stock Purchase Plan, as amended
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5,000,000
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$2.50
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$12,500,000(2)
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$1,515.00
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant's Common Stock that become issuable under the Registrant's 2013 Employee Stock Purchase Plan, as amended, 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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Estimated in accordance with Rule 457(h) and (c) solely for the purpose of calculating the registration fee on the basis of 85% of $2.94, the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Global Select Market on April 26, 2019. Pursuant to the 2013 Employee Stock Purchase Plan, as amended, the purchase price of a share of the Registrant’s Common Stock reserved for issuance thereunder will be an amount equal to 85% of the lower of the fair market value per share of the Registrant’s Common Stock on the first trading day of the offering period or on the exercise date.
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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 February 1, 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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5.1
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10.1
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23.1
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23.2
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24.1
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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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Signature
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Title
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Date
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/s/ Robert A. Lento
Robert A. Lento
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 3, 2019
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/s/ Sajid Malhotra
Sajid Malhotra
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Chief Financial Officer
(Principal Financial Officer)
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May 3, 2019
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/s/ Daniel R. Boncel
Daniel R. Boncel
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Vice President, Finance
(Principal Accounting Officer)
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May 3, 2019
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/s/ Walter D. Amaral
Walter D. Amaral
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Non-Executive Chairman of the Board and Director
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May 3, 2019
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/s/ Doug Bewsher
Doug Bewsher
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Director
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May 3, 2019
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/s/ Marc DeBevoise
Marc DeBevoise
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Director
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May 3, 2019
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/s/ Jeffrey T. Fisher
Jeffrey T. Fisher
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Director
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May 3, 2019
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/s/ Scott Genereux
Scott Genereux
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Director
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May 3, 2019
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/s/ Patricia Parra Hadden
Patricia Parra Hadden
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Director
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May 3, 2019
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/s/ David C. Peterschmidt
David C. Peterschmidt
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Director
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May 3, 2019
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Exhibit Number
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Description
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4.1*
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5.1
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10.1
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23.1
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23.2
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24.1
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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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Re:
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Registration Statement on Form S-8
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1.
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Amendment to Section 7
. The first sentence of Section 7 of the ESPP shall be deleted and replaced in its entirety with the following new sentence:
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2.
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Amendment to Section 13(a)
. Section 13(a) of the ESPP shall be deleted and replaced in its entirety with the following new sentence:
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3.
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No Other Changes
. All terms and provisions of the ESPP not amended hereby, either expressly or by necessary implication, shall remain in full force and effect.
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4.
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Governing Law
. This Amendment shall be governed by and construed in accordance with, the law of the State of Arizona, without regard to conflicts of law principles thereof.
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5.
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Effective Date of Amendment
. This Amendment 1 to the Limelight Networks, Inc. 2013 Employee Stock Purchase Plan (this “
Amendment
”) shall become effective upon the date that it is adopted by the Board; provided, however, that this Amendment shall be subject to the approval of the Company’s stockholders in accordance with applicable laws and regulations at an annual or special meeting held within twelve months of such effective date. No option granted under the ESPP prior to such stockholder approval shall be exercised to the extent that the number of shares of Common Stock then available for issuance under the ESPP, without giving effect to this Amendment, shall be less than the number of shares of Common Stock proposed to be purchased pursuant to such exercise.
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