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Delaware
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26-4400325
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Copies to:
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Richard A. Kline
David W. Van Horne
Sarah B. Axtell
Goodwin Procter LLP
Three Embarcadero Center
San Francisco, California 94111
(650) 752-3100
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David Schellhase
Gabe Stern
Amanda Westendorf
Slack Technologies, Inc.
500 Howard Street
San Francisco, California 94105
(855) 980-5920
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Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
ý
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Smaller reporting company
¨
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Emerging growth company
ý
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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 |
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Class A Common Stock, $0.0001 par value per share:
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—2019 Stock Option and Incentive Plan
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60,200,000
(2)
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$1.68
(6)
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$101,136,000
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$12,257.69
|
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—2019 Employee Stock Purchase Plan
(10)
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9,000,000
(3)
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$1.43
(7)
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$12,852,000
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$1,557.67
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—Amended and Restated 2009 Stock Plan, as amended
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99,992,706
(4)
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—
(8)
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—
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—
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Class B Common Stock, $0.0001 par value per share:
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—Amended and Restated 2009 Stock Plan, as amended
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99,992,706
(5)
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$2.78
(9)
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$277,589,752
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$33,643.88
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TOTAL:
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169,192,706
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$391,577,751
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$47,459.24
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(1)
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Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A Common Stock (“Class A Common Stock”) or the Registrant’s Class B Common Stock (“Class B Common Stock”) that become issuable under the Registrant’s 2019 Stock Option and Incentive Plan (“2019 Plan”), the Registrant’s 2019 Employee Stock Purchase Plan (“2019 ESPP”), and the Registrant’s Amended and Restated 2009 Stock Plan, as amended (“2009 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 Class A Common Stock or Class B Common Stock.
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(2)
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Represents 60,200,000 shares of Class A Common Stock reserved for issuance pursuant to future awards under the 2019 Plan. To the extent that any awards outstanding under the 2019 Plan or 2009 Plan expire, are forfeited, are held back upon exercise or settlement of an award to cover any exercise price, as applicable, or tax withholding, are reacquired by the Registrant prior to vesting, are satisfied without the issuance of stock or are otherwise terminated (other than by exercise) subsequent to the date of this Registration Statement, the shares reserved for issuance pursuant to such awards will become available for issuance as shares of Class A Common Stock under the 2019 Plan; provided, that any shares of Class B Common Stock will be first converted to shares of Class A Common Stock. See footnote 5 below.
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(3)
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Represents 9,000,000 shares of Class A Common Stock reserved for issuance pursuant to future awards under the 2019 ESPP.
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(4)
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Represents 99,992,706 shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock underlying equity awards outstanding under the 2009 Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited, are satisfied without the issuance of stock, are held back upon exercise or settlement to cover any exercise price or tax withholding, or are otherwise terminated (other than by exercise) subsequent to the date of this Registration Statement, the shares of Class B Common Stock reserved for issuance pursuant to such awards will become available for issuance as shares of Class A Common Stock under the 2019 Plan; provided, that any shares of Class B Common Stock will be first converted to shares of Class A Common Stock. See footnote 2 above.
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(5)
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Represents 99,992,706 shares of Class B Common Stock reserved for issuance pursuant to equity awards outstanding under the 2009 Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited, are satisfied without the issuance of stock, are held back upon exercise to cover any exercise price or tax withholding, or are otherwise terminated (other than by exercise) subsequent to the date of this Registration Statement, the shares of Class B Common Stock reserved for issuance pursuant to such awards will become available for issuance as shares of Class A Common Stock under the 2019 Plan; provided, that any
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(6)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act. Given that there is no proposed maximum offering price per share of Class A Common Stock, the registrant calculates the proposed maximum aggregate offering price by analogy to Rule 457(f)(2), based on the book value of the Class A Common Stock the registrant registers, which was calculated from its unaudited pro forma balance sheet as of January 31, 2019. Given that the registrant’s shares of Class A Common Stock are not traded on an exchange or over-the-counter, the registrant did not use the market price of its Class A Common Stock in accordance with Rule 457(c).
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(7)
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) of the Securities Act. Given that there is no proposed maximum offering price per share of Class A Common Stock, the registrant calculates the proposed maximum aggregate offering price, by analogy to Rule 457(f)(2), based on 85% of the book value of the Class A Common Stock the registrant registers, which was calculated from its unaudited pro forma balance sheet as of January 31, 2019. Given that the registrant’s shares of Class A Common Stock are not traded on an exchange or over-the-counter, the registrant did not use the market prices of its Class A Common Stock in accordance with Rule 457(c). Pursuant to the 2019 ESPP, the purchase price of the shares of Class A Common Stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Class A Common Stock on the first trading day pursuant to the initial public listing or on the exercise date.
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(8)
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Pursuant to Rule 457(i), there is no fee associated with the registration of shares of Class A Common Stock issuable upon conversion of shares of Class B Common Stock (a convertible security) being registered under this Registration Statement because no additional consideration will be received in connection with the conversion of shares of Class B Common Stock.
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(9)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $2.78 per share, the weighted-average exercise price of stock option awards outstanding under the 2009 Plan as of the date of this Registration Statement.
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(10)
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In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the 2019 ESPP. In accordance with Rule 457(h)(2), no separate fee calculation is made for plan interests.
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Item 3.
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Incorporation of Documents by Reference
.
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(a)
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The Registrant’s Registration Statement on Form S-1, as amended, filed with the Commission on May 31, 2019 (File No. 333-231041), which contains the Registrant’s audited financial statements for the latest fiscal year which such statements have been filed; and
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(b)
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The description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-38926) filed with the Commission on June 3, 2019 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”), including any amendments or reports filed for the purpose of updating such description.
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Item 4.
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Description of Securities
.
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Item 5.
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Interests of Named Experts and Counsel
.
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Item 6.
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Indemnification of Directors and Officers
.
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•
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the Registrant will indemnify its directors and executive officers and, in the discretion of its board of directors, certain employees and agents to the fullest extent permitted by the DGCL, as it now exists or may in the future be amended; and
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•
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the Registrant will advance reasonable expenses, including attorneys’ fees, to its directors and executive officers, and in the discretion of its board of directors, to certain employees and agents, in connection with legal proceedings relating to their service for or on behalf of the Registrant, subject to limited exceptions.
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Item 7.
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Exemption from Registration Claimed
.
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Item 8.
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Exhibits
.
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Incorporated by Reference
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||||
Exhibit Number
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Exhibit Title
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Form
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File No.
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Exhibit
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Filing Date
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Filed Herewith
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4.1
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S-1
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333-231041
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4.1
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4/26/19
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4.2
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S-1/A
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333-231041
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10.2
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5/13/19
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4.3
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S-1/A
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333-231041
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10.4
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5/13/19
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4.4
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S-1/A
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333-231041
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10.5
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5/13/19
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5.1
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X
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23.1
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X
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23.2
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24.1
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Item 9.
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Undertakings
.
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SLACK TECHNOLOGIES, INC.
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By:
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/s/ Stewart Butterfield
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Stewart Butterfield
Chief Executive Officer and Director
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Signature
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Title
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Date
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/s/ Stewart Butterfield
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Chief Executive Officer and Director
(Principal Executive Officer)
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June 7, 2019
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Stewart Butterfield
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/s/ Allen Shim
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Chief Financial Officer
(Principal Financial Officer)
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June 7, 2019
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Allen Shim
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/s/ Brandon Zell
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Chief Accounting Officer
(Principal Accounting Officer)
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June 7, 2019
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Brandon Zell
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/s/ Andrew Braccia
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Director
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June 7, 2019
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Andrew Braccia
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/s/ Edith Cooper
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Director
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June 7, 2019
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Edith Cooper
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/s/ Sarah Friar
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Director
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June 7, 2019
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Sarah Friar
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/s/ John O’Farrell
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Director
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June 7, 2019
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John O’Farrell
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/s/ Chamath Palihapitiya
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Director
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June 7, 2019
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Chamath Palihapitiya
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/s/ Graham Smith
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Director
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June 7, 2019
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Graham Smith
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Very truly yours,
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/s/ Goodwin Procter LLP
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GOODWIN PROCTER LLP
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