As filed with the Securities and Exchange Commission on May 14, 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
_____________________________________________
New Relic, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________ 
Delaware   26-2017431
(State or other jurisdiction of
Incorporation or organization) 		  (I.R.S. Employer
Identification No.)
188 Spear Street, Suite 1000
San Francisco, CA 94105
(Address of principal executive offices) (Zip code)
_____________________________________________
New Relic, Inc. 2014 Equity Incentive Plan
New Relic, Inc. 2014 Employee Stock Purchase Plan
(Full titles of the plans)
Lewis Cirne
Chief Executive Officer
New Relic, Inc.
188 Spear Street, Suite 1000
San Francisco, California 94105
(650) 777-7600
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
_____________________________________________
Copies to:
David G. Peinsipp, Esq.
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
Thomas J. Lloyd
New Relic, Inc.
188 Spear Street, Suite 1000
San Francisco, California 94105
(650) 777-7600
 

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
☐  
   Small 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
2014 Equity Incentive Plan
Common Stock, par value $0.001 per share
2,991,923 shares (2) $56.61 (3)   $169,372,759.00 (3) $21,984.59
2014 Employee Stock Purchase Plan
Common Stock, par value $0.001 per share
500,000 shares (4) $56.61 (3)   $28,305,000.00 (3) $3,673.99
Total 3,491,923 shares   $197,677,759.00 $25,658.58
(1)Pursuant to Rule 416(a) 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 plan 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 Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) on April 1, 2020 pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2014 Plan automatically increases on April 1 of each year, starting on April 1, 2015 and continuing through April 1, 2024, by 5% of the total number of shares of the Registrant’s capital stock outstanding on March 31st of the preceding fiscal year, or a lesser number of shares 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 $56.61 per share, the average of the high and low prices of the Registrant’s Common Stock on May 7, 2020 as reported on the New York Stock Exchange.
(4)Represents shares of Registrant’s Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on April 1, 2020 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2014 ESPP automatically increases on April 1st of each year, starting on April 1, 2015 and continuing through April 1, 2024, by the lesser of: (i) 1% of the total number of shares of the Registrant’s capital stock outstanding on March 31st of the preceding fiscal year, (ii) 500,000 shares, or (iii) such lesser number of shares determined by the Registrant’s board of directors.





EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by New Relic, Inc. (the “Registrant”) for the purpose of registering additional securities of Registrant’s Common Stock that have become reserved for issuance as a result of the operation of the “evergreen” provisions in each of the 2014 Equity Incentive Plan and 2014 Employee Stock Purchase Plan, which provide that the total number of shares subject to such plans will be increased on the first day of each fiscal year pursuant to a specified formula. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2014 (File No. 333-201024) and subsequent Registration Statements on Form S-8 were filed with the Commission on each of May 28, 2015 (File No. 333-204512), May 26, 2016 (File No. 333-211648), May 18, 2017 (File No. 333-218094), May 11, 2018 (File No. 333-224883) and May 15, 2019 (File No. 333-231475). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statements.

PART II
 
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 March 31, 2020 filed with the Commission on May 14, 2020.
(b) The description of Registrant’s Common Stock which is contained in a Registration Statement on Form 8-A filed on December 3, 2014 (File No. 001-36766) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(c) 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) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that 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
Exhibit Number Description
4.1
Amended and Restated Certificate of Incorporation of the Registrant (filed with the Commission on May 28, 2015 as Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-36766) and incorporated herein by reference).
4.2
Amended and Restated Bylaws of the Registrant (filed with the Commission on November 10, 2014 as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200078) and incorporated herein by reference).
5.1
Opinion of Cooley LLP.
Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Consent of Cooley LLP (included in Exhibit 5.1).
Power of Attorney (included on the signature page).
New Relic, Inc. 2014 Equity Incentive Plan and related form agreements (filed with the Commission on November 6, 2019 as Exhibit 10.1 to the Registrant’s Registration Statement on Form 10-Q (File No. 001-36766) and incorporated herein by reference).
New Relic, Inc. 2014 Employee Stock Purchase Plan (filed with the Commission on December 17, 2014 as Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 (File No. 333-201024) and incorporated herein by reference).



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 May 14, 2020.
 
New Relic, Inc.
By: /s/ Lewis Cirne
    Lewis Cirne
  Chief Executive Officer



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lewis Cirne and Mark Sachleben, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his 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 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.
 
Name Title Date
/s/ Lewis Cirne Chief Executive Officer and Director May 14, 2020
Lewis Cirne (Principal Executive Officer)
/s/ Mark Sachleben Chief Financial Officer May 14, 2020
Mark Sachleben (Principal Financial and Accounting Officer)
/s/ Peter Fenton Chairman and Director May 14, 2020
Peter Fenton
/s/ Caroline Watteeuw Carlisle Director May 14, 2020
Caroline Watteeuw Carlisle
/s/ Michael Christenson President, Chief Operating Officer and Director May 14, 2020
Michael Christenson
/s/ Hope Cochran Director May 14, 2020
Hope Cochran
/s/ Adam Messinger Director May 14, 2020
Adam Messinger
/s/ Dan Scholnick Director May 14, 2020
Dan Scholnick
/s/ James Tolonen Director May 14, 2020
James Tolonen



Exhibit 5.1
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Siana E. Lowrey
T: +1 415 693 2150
slowrey@cooley.com
May 14, 2020
New Relic, Inc.
188 Spear Street, Suite 1000
San Francisco, CA 94105
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to New Relic, 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 an aggregate of 3,491,923 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (“Common Stock”), including (a) 2,991,923 shares of Common Stock issuable pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 EIP”) and (b) 500,000 shares of Common Stock issuable pursuant to the Company’s 2014 Employee Stock Purchase Plan (together with the 2014 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans and (d) 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, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery by all persons other than the Company of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified 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 their respective Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to the Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
101 CALIFORNIA STREET, 5TH FLOOR, SAN FRANCISCO, CA 94111-5800 T: (415) 693-2000 F: (415) 693-2222 WWW.COOLEY.COM

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New Relic, Inc.
Page Two





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 23.1
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 dated May 14, 2020, relating to the consolidated financial statements of New Relic, Inc., and the effectiveness of New Relic Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of New Relic, Inc. for the year ended March 31, 2020.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
May 14, 2020