UNITED STATES SECURITIES AND EXCHANGE COMMISSION | |||||||||||
Washington, D.C. 20549 | |||||||||||
FORM S‑8 REGISTRATION STATEMENT | |||||||||||
UNDER THE SECURITIES ACT OF 1933 | |||||||||||
LIMELIGHT NETWORKS, INC. | |||||||||||
(Exact name of Registrant as specified in its charter) | |||||||||||
Delaware | 20-1677033 | ||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
2220 W. 14th Street Tempe, AZ 85281 (602) 850-5000 | |||||||||||
(Address, including zip code, and telephone number, including area code, of principal executive offices) | |||||||||||
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN | |||||||||||
(Full title of the plan) | |||||||||||
Robert Lyons Chief Executive Officer and Director Limelight Networks, Inc. 2220 W. 14th Street Tempe, AZ 85281 (602) 850-5000 | |||||||||||
(Name, address and telephone number, including area code, of agent for service) | |||||||||||
Copy to: | |||||||||||
Mitzi Chang Goodwin Procter LLP 3 Embarcadero Center, 28th Floor San Francisco, CA 94111 (415) 733-6000 | |||||||||||
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 o | Accelerated filer þ | ||||||||||
Non-accelerated filer o | Smaller Reporting Company o | ||||||||||
Emerging Growth Company o |
Exhibit Number | Description | ||||
4.1* | |||||
4.2** | |||||
5.1 | |||||
23.1 | |||||
23.2 | Consent of Goodwin Procter LLP (contained in Exhibit 5.1 hereto) | ||||
24.1 | Power of Attorney (contained on signature page hereto) | ||||
107† |
Signature | Title | Date | ||||||
/s/ Robert Lyons Robert Lyons | Chief Executive Officer and Director (Principal Executive Officer) | February 17, 2022 | ||||||
/s/ Daniel Boncel Daniel Boncel | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 17, 2022 | ||||||
/s/ David C. Peterschmidt David C. Peterschmidt | Non-Executive Chairman of the Board and Director | February 17, 2022 | ||||||
/s/ Walter Amaral Walter Amaral | Director | February 17, 2022 | ||||||
/s/ Doug Bewsher Doug Bewsher | Director | February 17, 2022 | ||||||
/s/ Marc DeBevoise Marc DeBevoise | Director | February 17, 2022 | ||||||
/s/ Jeffrey T. Fisher Jeffrey T. Fisher | Director | February 17, 2022 | ||||||
/s/ Scott Genereux Scott Genereux | Director | February 17, 2022 | ||||||
/s/ Patricia Parra Hadden Patricia Parra Hadden | Director | February 17, 2022 |
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
Equity | Common Stock, $0.001 par value per share, to be issued under the Amended and Restated 2007 Equity Incentive Plan | 457(h) | 4,500,000 (2) | $4.28 (3) | $19,260,000.00 (3) | 0.0000927 | $1,785.40 | ||||||||||||||||
Total Offering Amounts | $19,260,000.00 | $1,785.40 | |||||||||||||||||||||
Total Fee Offsets | $0(4) | ||||||||||||||||||||||
Net Fee Due | $1,785.40 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of 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. | ||||
(2) | 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. Such increase automatically occurred on January 1, 2022 Filipursuant to the terms of the 2007 Plan. | ||||
(3) | Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee, based upon $4.07, the average of the high and low prices of the Registrant’s Common Stock on February 10, 2021, as reported on the Nasdaq Global Select Market. | ||||
(4) | The Registrant does not have any fee offsets. |