As filed with the Securities and Excha nge Commission on August 7 , 201 5
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D . C . 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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91-2143667 |
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(State or Other Jurisdiction of |
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(I.R.S. Employer |
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Incorporation or Organization) |
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Identification No.) |
5 00 Howard Street , Suite 30 0
San Francisco , California 94 105
(Address of Principal Executive Offices)
Amended and Restated 2007 Equity Incentive Plan
200 7 E mployee Stock Purchase Plan
(Full Title s of the Plans)
Niccolo M. de Masi
President and Chief Executive Officer
Glu Mobile Inc.
500 Howard Street, Suite 300
San Francisco, California 94105
( 415 ) 800 - 6100
( Name and Address of Agent For Service )
Copies to:
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Scott J. Leichtner, Esq. Vice President and General Counsel Glu Mobile Inc. 500 Howard Street, Suite 300 San Francisco, California 94105 |
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David A. Bell, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 |
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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☑ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Proposed maximum |
Proposed maximum |
Amount of |
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Title of each class of securities |
Amount to be |
offering price |
aggregate offering |
registration |
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to be registered |
Registered (1) |
per unit |
price |
fee |
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Common Stock, $0.0001 par value |
13,000,000(2) |
$ 4.635 0 (3) |
$
60,255,000
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$
7,001.64
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Common Stock, $0.0001 par value |
1,071,735(4) |
$ 3.9398 (5) |
$
4,222,422
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$
490.65
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Total: |
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$
64,477,422
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$
7,492.29
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(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 the Registrant’s common stock that become issuable under the Amended and Restated 2007 Equity Incentive Plan and the 2007 Employee Stock Purchase Plan reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2 ) Represents an increase in the number of shares available for issuance under the Amended and Restated 2007 Equity Incentive Plan. This increase was effective as of June 4, 2015.
( 3 ) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, and based upon the average of the high and low sales prices of the Registrant’s common stock as reported by the N ASDAQ Global Market on August 6 , 2015.
(4) Represents an automatic increase in the number of shares available for issuance under the 2007 Employee Stock Purchase Plan equal to 1% of 107,173,541 shares, the total outstanding shares of the Registrant as of December 31, 2014. This increase was effective as of January 1, 2015 .
(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, and based upon 85% of the average of the high and low sales prices of the Registrant’s common stock as reported by the Nasdaq Global Market on August 6 , 2015. Pursuant to the 2007 Employee Stock Purchase Plan, the purchase price of a share is 85% of the fair market value of the Registrant’s common stock.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Glu Mobile Inc. ( the “ Registrant ”) is filing this registration statement with the Securities and Exchange Commission (the “ Commission ”) to register (1) an additional 13,000,000 shares reserved for issuance under its Amended and Restated 2007 Equity Incentive Plan and (2) 1,071,735 shares reserved for issuance under its 2007 Employee Stock Purchase Plan . T he contents of the following registration statements on Form S-8 filed by the Registrant with the Commission are incorporated by reference in this registration statement on Form S-8 :
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Registration No. |
Plan(s) Covered |
Date Filed |
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333-194604 |
2007 Employee Stock Purchase Plan |
03/14/2014 |
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333-190544 |
2007 Equity Incentive Plan 2008 Equity Inducement Plan |
08/09/2013 |
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333-187311 |
200
8
Equity Inducement Plan
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03/15/2013 |
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333-180110 |
2007 Employee Stock Purchase Plan |
03/14/2012 |
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333-172983 |
2007 Equity Incentive Plan
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03/21/2011 |
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333-165813 |
2008 Equity Inducement Plan
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03/31/2010 |
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333-157959 (Post-Effective Amendment No. 1) |
2007 Equity Incentive Plan
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03/18/2009 |
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333-157959 |
2007 Equity Incentive Plan
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03/13/2009 |
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333-149 996 |
2008 Equity Inducement Plan
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03/31/2008 |
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333-141487 |
2007 Equity Incentive Plan
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03/22/2007 |
I- 1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits listed on the Exhibit Index (following the Signatures section of this Registration Statement) are incorporated by reference in this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 , Sta te of California, on August 7 , 201 5 .
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GLU MOBILE INC. |
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By: |
/s/ Niccolo M. de Masi |
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Niccolo M. de Masi |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Niccolo M. de Masi , E ric R. Ludwig and Scott J. Leichtner , and each of them acting individua lly, as his or her attorney-in- fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following pers ons in the capacities and on the date indicated:
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Signature |
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Title |
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Date |
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Principal Executive Officer: |
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/s/ Niccolo M. de Masi |
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President, Chief Executive Officer and Chairman |
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August 7, 2015 |
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Niccolo M. de Masi |
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Principal Financial Officer: |
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/s/ Eric R. Ludwig |
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Executive Vice President, Chief Operating Officer and Chief Financial Officer |
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August 7, 2015 |
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Eric R. Ludwig |
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Principal Accounting Officer: |
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/s/ Gregory J. Cannon |
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Vice President, Investor Relations and Finance |
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August 7, 2015 |
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Additional Directors: |
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/s/ Lorne Abony |
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Lead Director |
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August 7, 2015 |
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Lorne Abony |
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/s/ Eric R. Ball |
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Director |
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August 7, 2015 |
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Eric R. Ball |
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Director |
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Xiaoyi Ma |
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Director |
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Ann Mather |
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/s/ William J. Miller |
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Director |
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August 7, 2015 |
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William J. Miller |
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/s/ Hany M. Nada |
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Director |
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August 7, 2015 |
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Hany M. Nada |
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/s/ Benjamin T. Smith, IV |
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Director |
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August 7, 2015 |
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Benjamin T. Smith, IV |
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EXHIBIT INDEX
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Incorporated by Reference |
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Exhibit Number |
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Exhibit Description |
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Form |
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File No. |
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Exhibit |
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Filing
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Filed
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4.01 |
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Restated Certificate of Incorporation of the Registrant. |
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S-1/A |
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333-139493 |
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3.02 |
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02/14/2007 |
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4.02 |
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Amended and Restated Bylaws of the Registrant, adopted on March 7, 2014. |
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8-K |
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001-33368 |
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99.01 |
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03/13/2014 |
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4.03 |
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2007 Employee Stock Purchase Plan, as amended and restated on August 1, 2011. |
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10-K |
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001-33368 |
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10.04 |
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03/14/2012 |
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4.04 |
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2007 Equity Incentive Plan, as amended and restated on June 4, 2015 |
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10-Q |
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001-33368 |
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10.03(A) |
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08/07/2015 |
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4.05 |
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For the 2007 Equity Incentive Plan, forms of (a) Notice of Stock Option Grant, Stock Option Award Agreement and Stock Option Exercise Agreement, (b) Notice of Restricted Stock Award and Restricted Stock Agreement, (c) Notice of Stock Appreciation Right Award and Stock Appreciation Right Award Agreement, and (d) Notice of Stock Bonus Award and Stock Bonus Agreement |
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S-1/A |
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333-139493 |
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10.03 |
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02/16/2007 |
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4.06 |
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For the 2007 Equity Incentive Plan, form of Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement |
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10-Q |
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001-33368 |
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10.08 |
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08/09/2013 |
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4.07 |
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Form of Specimen Certificate for Common Stock. |
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S-1/A |
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333-139493 |
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4.01 |
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02/14/2007 |
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5.01 |
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Opinion of Scott J. Leichtner, General Counsel to Registrant. |
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X |
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23.01 |
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Consent of Scott J. Leichtner (included in Exhibit 5.01). |
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X |
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23.02 |
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
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X |
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24.01 |
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Power of Attorney (see Signature Page of this Registration Statement). |
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X |
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August 7, 2015
Glu Mobile Inc.
500 Howard Street
Suite 300
San Francisco , CA 94 105
Ladies and Gentlemen:
I serve as General Counsel to Glu Mobile Inc., a Delaware corporation (the “ Company ”), and have served as the Company’s General Counsel in connection with the registration on Form S-8 (the “ Registration Statement ”) under the Securities Act of 1933, as amended, of the following shares of the Company’s common stock, $ 0 . 00 01 par value per share (the “ Shares ”): u p to (1) 13,000,000 of such Shares to be issued or delivered pursuant to the Glu Mobile Inc. Amended and Restated 2007 Equity Incentive Plan (the “ 2007 Plan ”) and (2) 1,071,541 of such Shares to be issued or delivered pursuant to the Glu Mobile Inc. 2007 Employee Stock Purchase P lan (the “ ESPP ” and together with the 2007 Plan, the “ Plans ” and each individually a “ Plan ” ) .
In connection with this opinion, I have reviewed and am familiar with, originals or copies, certified or otherwise identified to my satisfaction, of such documents as I have deemed necessary or appropriate as a basis for the opinion set forth below including (1) the Registration Statement, (2) the prospectus prepared in connection with the Registration Statement (the “ Prospectus ”), (3) the Plan s and the forms of agreements and documents related thereto, (4) the Certificate of Incorporation and Bylaws of the Company, each as amended to date, (5) a confirmation from the Company’s transfer agent as to the number of outstanding shares of the Company’s capital stock, dated as of August 6 , 2015 , (6) a list of the Company’s option and warrant holders and of any other rights to purchase the Company’s capital stock as of August 6 , 201 5 and (7) resolutions of the Company’s board of directors and stockholders relating to the Plan s . In rendering the opinion expressed herein, I have assumed the genuineness of all signatures, the authenticity of all documents, instruments and certificates purporting to be originals, the conformity with the original documents, instruments and certificates of all documents, instruments and certificates purporting to be copies, and the legal capacity to sign of all individuals executing documents, instruments and certificates.
Based upon and subject to the foregoing and the effectiveness of the Registration Statement, I am of the opinion that when the Shares are issued, sold and delivered (and the consideration therefor received) pursuant to the Plans and the provisions of the agreements to be entered into under the Plans, and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, such Shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion letter as Exhibit 5.01 to the Registration Statement.
This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Plan or the Shares.
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Very truly yours, |
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/s/ Scott J. Leichtner |
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Scott J. Leichtner Vice President and General Counsel, Glu Mobile Inc. |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-194604, 333-187311, 333-180110, 333-172983, 333-165813, 333-157959, 333-149996, 333-141487) of Glu Mobile Inc. of our report dated March 13, 2015 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Glu Mobile Inc.’s Annual Report on Form 10-K for the year-ended December 31, 2014.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
August 7, 2015