Mimecast Ltd (Form: S-8, Received: 05/29/2019 16:33:55)

As filed with the Securities and Exchange Commission on May 29, 2019

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MIMECAST LIMITED

(Exact Name of Registrant as Specified in Its Charter)



Bailiwick of Jersey		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Peter Bauer

Chief Executive Officer

CityPoint, One Ropemaker Street, Moorgate

London EC2Y 9AW

United Kingdom

(Address of Principal Executive Offices)

Mimecast Limited 2015 Share Option and Incentive Plan

(Full Title of the Plans)

Mimecast North America, Inc.

191 Spring Street

Lexington, MA 02421

Attention: Rafeal Brown

(Name and Address of Agent For Service)

+1 781 996 5340

(Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Mark J. Macenka

Michael J. Minahan

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 021210

Tel: (617) 570-1000

Robert P. Nault

Mimecast North America, Inc.

191 Spring Street

Lexington, MA 02421

(781) 996-5340

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	☐	Smaller 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




Name of Plan		Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (3)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Mimecast Limited 2015 Share Option and Incentive Plan (unallocated ordinary shares reserved for issuance)		Ordinary Shares	3,017,496 (2)	$45.30	$136,692,569	$16,567
TOTAL			3,017,496	—	$136,692,569	$16,567


(1)	This Registration Statement on Form S-8 covers (i) ordinary shares, nominal value $0.012 per share, of Mimecast Limited, issuable pursuant to the Mimecast Limited 2015 Share Option and Incentive Plan (the “2015 Plan”) and (ii) pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be issuable under such plans resulting from forward or reverse share splits, share dividends, bonus share issuances or similar transactions.
(2)	Represents an automatic increase to the number of shares available for issuance under the 2015 Plan, effective January 1, 2019. Shares available for issuance under the Plan were previously registered on (i) a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on December 08, 2015 (Registration No. 333-208384), (ii) a registration statement on Form S-8 filed with the SEC on May 26, 2017 (Registration No. 333-218286), and (iii) a registration statement on Form S-8 filed with the SEC on May 29, 2018 (Registration No. 333-225260).
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s ordinary shares as reported on the Nasdaq Global Select Market on May 23, 2019.

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) registers additional ordinary shares of Mimecast Limited (the “Registrant”) under the Mimecast Limited 2015 Share Option and Incentive Plan (the “2015 Plan”). The number of ordinary shares of the Registrant available for grant and issuance under the 2015 Plan is subject to an annual increase on the first day of each calendar year starting on January 1, 2016, by an amount equal to five percent of the number of ordinary shares issued and outstanding on the immediately preceding December 31 or such lesser number as determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2019, the number of ordinary shares reserved and available for issuance under the 2015 Plan increased by 3,017,496 shares. This Registration Statement registers such additional shares of the Registrant’s ordinary shares.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8.	Exhibits.



Number	Description	Notes

4.1	Articles of Association	Incorporated by reference to Exhibit No. 3.2 to the registration statement on Form F-1 (File No. 333-207454)

5.1	Opinion of Mourant Ozannes, Jersey legal counsel of the Registrant	Filed herewith

23.1	Consent of Ernst & Young LLP, independent registered public accounting firm	Filed herewith

23.2	Consent of Mourant Ozannes (included in Exhibit No. 5.1)	—

24.1	Power of attorney (included on the signature pages of this registration statement)	—

99.1	Mimecast Limited 2015 Share Option and Incentive Plan	Incorporated by reference to Exhibit No. 10.9 to the registration statement on Form F-1 (File No. 333-207454)

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 London, United Kingdom, on May 29, 2019.



MIMECAST LIMITED

By:		/s/ Peter Bauer
Name:		Peter Bauer
Title:		Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Mimecast Limited, hereby severally constitute and appoint Peter Bauer, Rafeal Brown and Robert P. Nault, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as indicated below to enable Mimecast Limited to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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.



Signature	Title	Date

/s/ Peter Bauer Peter Bauer	Chief Executive Officer and Director (Principal Executive Officer)	May 29, 2019

/s/ Rafeal Brown Rafeal Brown	Chief Financial Officer (Principal Financial and Accounting Officer)	May 29, 2019

/s/ Neil Murray Neil Murray	Director	May 29, 2019

/s/ Christopher FitzGerald Christopher FitzGerald	Director	May 29, 2019

/s/ Stephen M. Ward Stephen M. Ward	Director	May 29, 2019

/s/ Jeffrey Lieberman Jeffrey Lieberman	Director	May 29, 2019




/s/ Aron Ain Aron Ain	Director	May 29, 2019

/s/ Hagi Schwartz Hagi Schwartz	Director	May 29, 2019
/s/ Robert P. Schechter Robert P. Schechter	Director	May 29, 2019

MIMECAST NORTH AMERICA, INC.

Authorized U.S. Representative




By:		/s/ Rafeal Brown
Name:		Rafeal Brown
Title:		Chief Financial Officer
Date:		May 29, 2019

Exhibit 5.1

Mourant Ozannes22 Grenville Street
St Helier
Jersey JE4 8PX
Channel Islands

T +44 1534 676 000
F +44 1534 676 333

The Directors

Mimecast Limited

22 Grenville Street

St. Helier

Jersey

JE4 8PX

29 May 2019

Our ref: 8029191/75525920/1

Dear Sirs

Mimecast Limited (the Company )

Mimecast 2015 Share Option and Incentive Plan (the Plan )

We have acted as Jersey legal advisers to the Company in connection with the registration statement on Form S-8 to be filed on or about 29 May 2019 (the Form S-8 ) relating to the Plan.

Under the Plan, the Company has granted, and may from time to time grant, awards relating to Plan Shares (as defined below) to officers, employees, non-employee directors and/or consultants of the Company or one of its subsidiaries (each, an award holder ).

1.	Documents examined and related matters

(a)

For the purposes of this opinion we have examined and relied upon copies of the following documents:

(i)

a draft of the Form S-8 in the form in which it is to be filed with the US Securities and Exchange Commission; and

(ii)

the Company's memorandum and articles of association.

(b)

For the purposes of this opinion, we have, with the Company's consent, relied upon a certificate or other written confirmation of an officer or employee of the Company or its subsidiaries as to matters of fact, without having independently verified such factual matters.

(c)

For the purposes of this opinion, we have not:

(i)

examined any other document relating to the Plan or the Plan Shares (including, without limitation, any document incorporated by reference in, or otherwise referred to in, the Form S‑8); and

(ii)

undertaken any exercise that is not described in this opinion and, in particular, we have not conducted any searches or enquiries in relation to the Company at any public office or registry in Jersey.

Mourant Ozannes is a Jersey partnership

A list of the partners is available at mourant.com

(d)

In this opinion:

(i)

non-assessable means, in relation to any Plan Shares, that no further sum shall be payable by a holder of those Plan Shares in respect of the purchase price of those Plan Shares pursuant to an award made under the Plan; and

(ii)

Plan Shares means an aggregate of 3,017,496 ordinary shares of $0.012 nominal value each in the capital of the Company which are to be issued or transferred to an award holder pursuant to, or in connection with, an award made or to be made under the Plan.

(e)

In this opinion, headings are for convenience only and do not affect its interpretation.

2.	Assumptions

In giving this opinion, we have assumed:

(a)

that the rules of the Plan have been properly adopted by the Company and that the Plan has been, and will at all times be, operated in accordance with its rules;

(b)

that the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan):

(i)

has authorised and granted all existing awards relating to Plan Shares; and

(ii)

has resolved to satisfy all existing awards relating to Plan Shares,

in a manner consistent with the board's or committee's or administrator's (as the case may be) fiduciary duties and in accordance with the rules of the Plan and the Company's articles of association;

(c)

that the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan):

(i)

will duly authorise and grant all future awards relating to Plan Shares; and

(ii)

will resolve to satisfy all future awards relating to Plan Shares,

in a manner consistent with the board's or committee's or administrator's (as the case may be) fiduciary duties and in accordance with the rules of the Plan and the Company's articles of association;

(d)

that all Plan Shares currently in issue which may be transferred to an award holder under the Plan in settlement of an award have been validly issued and are credited as fully paid;

(e)

that a meeting of the Company's board of directors (or a duly authorised committee thereof or a duly authorised person or persons appointed by the board of directors as an administrator in respect of the Plan) has been, or will be, duly convened and held at which it was, or will be, resolved to allot and issue, or (where applicable) approve the transfer of, the Plan Shares to the relevant award holder;

(f)

that no allotment and issue of Plan Shares will result in:

(i)

a breach of any authority to allot ordinary shares conferred on the directors of the Company by the shareholders of the Company; or

(ii)

a breach of any pre -emptive or anti-dilution provision in the Company's memorandum and articles of association; or

(iii)

the number of shares reserved for issue under the Plan being exceeded; or

(iv)

the authorised share capital of the Company being exceeded;

(g)

that no Plan Shares have been, or will be, issued at a price less than their nominal value;

(h)

that all Plan Shares have been, or will be, duly allotted and issued and (where applicable) transferred, in accordance with the Company's articles of association;

(i)

that the transferee of any Plan Share will have: (A) the capacity, power and authority; (B) taken all necessary action; and (C) obtained or made all necessary agreements, approvals, authorisations, consents, filings, licences, registrations and qualifications (whether as a matter of any law or regulation applicable to it or as a matter of any agreement binding on it), to become the registered holder of that Plan Share in accordance with all applicable laws;

(j)

the authenticity, accuracy, completeness and conformity to original documents of all documents and certificates examined by us;

(k)

that all signatures purporting to be on behalf of (or to witness the execution on behalf of) the Company or any officer of the Company or of one of its subsidiaries are genuinely those of the persons whose signatures they purport to be;

(l)

that the Company is not insolvent or unable to pay its debts as they fall due and will not become insolvent or unable to pay its debts as they fall due or bankrupt (as defined in Article 8 of the Interpretation (Jersey) Law 1954) as a result of the creation or performance of the Plan or the issue or transfer of Plan Shares pursuant to the Plan;

(m)

that there is no provision of any law (other than Jersey law) that would affect anything in this opinion; and

(n)

that no event occurs after today's date that would affect anything in this opinion.

Opinion

As a matter of Jersey law and based on, and subject to, the assumptions and limitations set out in this opinion, we are of the opinion that, in relation to any Plan Shares to be allotted and issued, or transferred, to an award holder under the Plan in settlement of the award holder's award, upon the:

(a)

receipt in full by the Company of all amounts payable by the award holder under the Plan in respect of the award holder's award; and

(b)

entry of the name of the award holder as the holder of those Plan Shares in the Company's register of members,

those Plan Shares will be validly issued, fully paid and non-assessable.

4.	Jersey law

This opinion is limited to matters of, and is interpreted in accordance with, Jersey law as at the date of this opinion. We express no opinion with respect to the laws of any other jurisdiction. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may come to our attention, or any changes in law which may occur, after the date of this opinion.

5.	Benefit of opinion

(a)

This opinion is addressed to the Company in connection with the registration of the Plan Shares under the Securities Act.

(b)

We consent to the filing of a copy of this opinion as an exhibit to the Form S-8 and its filing with the US Securities and Exchange Commission.

Yours faithfully

/s/ Mourant Ozannes

Mourant Ozannes

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Mimecast Limited 2015 Share Option and Incentive Plan of our reports dated May 29, 2019, with respect to the consolidated financial statements of Mimecast Limited and the effectiveness of internal control over financial reporting of Mimecast Limited included in its Annual Report (Form 10-K) for the year ended March 31, 2019, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

May 29, 2019