Cloudera, Inc. (Form: S-8, Received: 04/04/2018 15:43:48)

As filed with the Securities and Exchange Commission on April 4, 2018

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

______________________

CLOUDERA, INC.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		26-2922329
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

Cloudera, Inc.

395 Page Mill Road

Palo Alto, CA 94306

(Address of Principal Executive Offices) (Zip Code)

2017 Equity Incentive Plan

2017 Employee Stock Purchase Plan

(Full Title of the Plans)

______________________

Thomas J. Reilly

Chief Executive Officer

Cloudera, Inc.

395 Page Mill Road

Palo Alto, CA 94306

(Name and Address of Agent for Service)

(650) 362-0488

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



	Copies to:
David A. Bell, Esq. Niki Fang, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, California 94041 (650) 988-8500		David Middler, Esq., Chief Legal Officer Jay Wedge, Esq., Associate General Counsel Cloudera, Inc. 395 Page Mill Road Palo Alto, CA 94306 (650) 362-0488

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act (Check one):



Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	o
(Do not check if a smaller reporting company)		Emerging growth company	x
If an emerging growth company, indicate by checkmark if the registrant has not elected 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			o

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
Common Stock, par value $0.00005 per share, reserved for future issuance pursuant to:
- the 2017 Equity Incentive Plan	7,266,350 ⁽²⁾⁽⁴⁾	$20.77 ⁽⁵⁾	$	150,922,090	$	18,790
- the 2017 Employee Stock Purchase Plan	1,453,270 ⁽³⁾⁽⁴⁾	$17.65 ⁽⁶⁾	$	25,650,216	$	3,193
TOTAL	8,719,620	N/A	$	176,572,305	$	21,983

(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 in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.


(2)	Represents an automatic increase to the number of shares available for issuance under the 2017 Equity Incentive Plan (the “ 2017 Plan ”) equal to 5% of the Registrant’s total issued and outstanding shares as of January 31, 2018. The increase was effective as of February 1, 2018.


(3)	Represents an automatic increase to the number of shares available for issuance under the 2017 Employee Stock Purchase Plan (the “ 2017 ESPP ”) equal to 1% of the Registrant’s total outstanding shares as of January 31, 2018. The increase was effective as of February 1, 2018.


(4)	Shares available for issuance under the 2017 Plan and 2017 ESPP were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on April 28, 2017 (Registration No. 333-217522).


(5)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on March 28, 2018.

(6)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange March 28, 2018, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2017 ESPP.

REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Cloudera, Inc. (the “ Registrant ”) is filing this Registration Statement with the Securities and Exchange Commission (the “ Commission ”) to register an additional 7,266,350 shares of common stock under the Registrant’s 2017 Equity Incentive Plan and an additional 1,453,270 shares of common stock under its 2017 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s earlier registration statement on Form S-8 filed with the Commission on April 28, 2017 (Registration No. 333-217522) to the extent not superseded hereby. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

Information Required in the Registration Statement


Item 3.	Incorporation of Documents by Reference .

The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), are incorporated herein by reference:


(a)	the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2018 filed with the Commission on April 4, 2018;


(b)	all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and


(c)	the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38069) filed with the Commission on April 24, 2017 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report deemed to be furnished but not filed on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits .

The following exhibits are filed herewith:



Exhibit		Incorporated by Reference				Filed
Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Herewith
4.01	Restated Certificate of Incorporation.	10-Q	001-38069	3.01	June 9, 2017
4.02	Restated Bylaws.	10-Q	001-38069	3.02	June 9, 2017
4.03	Form of Common Stock Certificate.	S-1	333-217071	4.01	March 31, 2017
5.01	Opinion of Fenwick & West LLP					X
23.01	Consent of Independent Registered Public Accounting Firm					X
23.02	Consent of Fenwick & West LLP (contained in Exhibit 5.01)					X
24.01	Power of Attorney (included on the signature page to this Registration Statement)					X
99.01	2017 Equity Incentive Plan	S-1/A	333-217071	10.03	April 10, 2017
99.02	2017 Employee Stock Purchase Plan	S-1/A	333-217071	10.04	April 10, 2017

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 Palo Alto, State of California, on this 4th day of April, 2018.



	Cloudera, Inc.
	By:		/s/ Thomas J. Reilly
			Thomas J. Reilly
			Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Thomas J. Reilly and Jim Frankola, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF , each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.



Name	Title	Date

/s/ Thomas J. Reilly	Chief Executive Officer	April 4, 2018
Thomas J. Reilly	(Principal Executive Officer)

/s/ Jim Frankola	Chief Financial Officer	April 4, 2018
Jim Frankola	(Principal Financial Officer)

/s/ Priya Jain	Corporate Controller	April 4, 2018
Priya Jain	(Principal Accounting Officer)

/s/ Michael A. Olson	Director	April 4, 2018
Michael A. Olson

/s/ Martin I. Cole	Director	April 4, 2018
Martin I. Cole

/s/ Kimberly Hammonds	Director	April 4, 2018
Kimberly Hammonds

/s/ Ping Li	Director	April 4, 2018
Ping Li

/s/ Rosemary Schooler	Director	April 4, 2018
Rosemary Schooler

/s/ Steve J. Sordello	Director	April 4, 2018
Steve J. Sordello
/s/ Michael A. Stankey	Director	April 4, 2018
Michael A. Stankey

EXHIBIT 5.1

April 4, 2018

Cloudera, Inc.

395 Page Mill Road
Palo Alto, California 94306

Ladies and Gentlemen:

As counsel to Cloudera, Inc., a Delaware corporation (the “ Company ”), we have examined the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “ Commission ”) on or about April 4, 2018 (the “ Registration Statement ”) in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of an aggregate of 8,719,620 shares (the “ Shares ”) of the Company’s common stock, $0.00005 par value per share (the “ Common Stock ”), subject to issuance by the Company (a) upon the exercise or settlement of awards granted or to be granted under the Company’s 2017 Equity Incentive Plan (the “ 2017 Plan ”) and (b) pursuant to purchase rights to acquire shares of Common Stock granted or to be granted under the Company’s 2017 Employee Stock Purchase Plan (the “ Purchase Plan ”). The 2017 Plan and the Purchase Plan are collectively referred to in this letter as the “ Plans .” At your request we are providing this letter, to express our opinion on the matters set forth below (“ our opinion ”).

In connection with our opinion, we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of the Company’s current certificate of incorporation and bylaws, as amended (collectively, the “ Charter Documents ”), the Plans, the Registration Statement and the exhibits thereto; certain corporate proceedings of the Company’s board of directors, committees of the board of directors and stockholders relating to adoption or approval of the Charter Documents, the Plans, the reservation of the Shares for sale and issuance pursuant to the Plans, the filing of the Registration Statement and the registration of the Shares under the Securities Act; and documents (including a certificate from the Company’s transfer agent) regarding the Company’s outstanding and reserved capital stock and other securities, and such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Secretary of State

Cloudera, Inc.

April 4, 2018

Page 2

of the State of Delaware and representations and certifications made to us by the Company, including, without limitation, representations in an Opinion Certificate addressed to us of even date herewith, that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than the existing Delaware General Corporation Law now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state.

Based upon, and subject to, the foregoing, it is our opinion that when the 8,719,620 shares of Common Stock that may be issued and sold by the Company (a) upon the exercise or settlement of awards granted or to be granted under the 2017 Plan and (b) pursuant to purchase rights granted or to be granted under the Purchase Plan, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

**Concluding Paragraph Appears on Next Page**

Cloudera, Inc.

April 4, 2018

Page 3

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.



	Very truly yours,
	FENWICK & WEST LLP

	By:	/s/ David A. Bell
		David A. Bell, a Partner

Exhibit 23.01

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2017 Equity Incentive Plan and the 2017 Employee Stock Purchase Plan of Cloudera, Inc. of our report dated April 4, 2018, with respect to the consolidated financial statements of Cloudera, Inc. included in its Annual Report (Form 10-K) for the year ended January 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Redwood City, California

April 4, 2018