As filed with the U.S. Securities and Exchange Commission on March 29, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Snowflake Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware | 46-0636374 |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Suite 3A, 106 East Babcock Street
Bozeman, Montana 59715
(844) 766-9355
(Address of principal executive offices) (Zip code)
Snowflake Inc. 2020 Equity Incentive Plan
Snowflake Inc. 2020 Employee Stock Purchase Plan
(Full titles of the plans)
Derk Lupinek
General Counsel
Snowflake Inc.
Suite 3A, 106 East Babcock Street
Bozeman, Montana 59715
(844) 766-9355
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Seth J. Gottlieb
Alex K. Kassai
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
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.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Snowflake Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register (i) 17,150,750 additional shares of its Class A common stock under the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”), pursuant to the provisions of the 2020 Plan providing for an automatic increase in the number of shares of the Registrant’s Class A common stock reserved and available for issuance under the 2020 Plan on February 1, 2023, and that have become available for issuance under the 2020 Plan as a result of the expiration, cash settlement, forfeiture, repurchase, withholding, or reacquisition of stock options or other stock awards that had been granted under the Registrant’s 2012 Equity Incentive Plan, and (ii) 3,233,051 additional shares of its Class A common stock under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP” and together with the 2020 Plan, the “Plans”), pursuant to the provisions of the 2020 ESPP providing for an automatic increase in the number of shares of the Registrant’s Class A common stock reserved and available for issuance under the 2020 ESPP on February 1, 2023. 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 the Form S-8 has been omitted from this Registration Statement.
The Registrant previously registered shares of its Class A common stock for issuance under the Plans on Registration Statements on Form S-8 filed with the Commission on September 16, 2020 (File No. 333-248830), March 31, 2021 (File No. 333-254920), and March 30, 2022 (File No. 333-263986). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above except as set forth below.
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 January 31, 2023, filed with the Commission on March 29, 2023. (b)The description of the Registrant’s Class A Common Stock which is contained in (i) the Registrant’s Registration Statement on Form 8-A filed on September 9, 2020 (File No. 001-39504) under the Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K referenced in (a) above. (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 which indicates that all securities offered have been sold or which 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 8. EXHIBITS
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Exhibit
Number | | Description | | Incorporated by Reference | | Filing Date |
| | Schedule
Form | | File Number | | Exhibit | |
| 4.1 | | | | 8-K | | 001-39504 | | 3.1 | | September 18, 2020 |
4.2 | | | | S-1/A | | 333-248280 | | 3.4 | | September 8, 2020 |
4.3 | | | | 8-K | | 001-39504 | | 3.1 | | March 3, 2021 |
4.4 | | | | S-1/A | | 333-248280 | | 4.1 | | September 8, 2020 |
| 5.1* | | | | | | | | | | |
| 23.1* | | | | | | | | | | |
| 23.2* | | | | | | | | | | |
| 24.1* | | | | | | | | | | |
| 99.1 | | | | S-1/A | | 333-248280 | | 10.6 | | September 8, 2020 |
| 99.2 | | | | 10-K | | 001-39504 | | 10.5 | | March 29, 2023 |
| 99.3 | | | | 10-K | | 001-39504 | | 10.6 | | March 29, 2023 |
| 99.4 | | | | S-1/A | | 333-248280 | | 10.9 | | September 8, 2020 |
107.1* | | | | | | | | | | |
_________________
*Filed herewith.
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 Bozeman, State of Montana, on March 29, 2023.
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| SNOWFLAKE INC. |
| |
| By: | /s/ Frank Slootman |
| Name: | Frank Slootman |
| Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frank Slootman and Michael P. Scarpelli, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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| Signature | Title | Date |
| | |
| /s/ Frank Slootman | Chief Executive Officer and Director (Principal Executive Officer) | March 29, 2023 |
| Frank Slootman |
| | |
| /s/ Michael P. Scarpelli | Chief Financial Officer (Principal Financial and Accounting Officer) | March 29, 2023 |
| Michael P. Scarpelli |
| | |
| /s/ Benoit Dageville | Director | March 29, 2023 |
| Benoit Dageville |
| | |
| /s/ Teresa Briggs | Director | March 29, 2023 |
| Teresa Briggs |
| | |
| /s/ Jeremy Burton | Director | March 29, 2023 |
| Jeremy Burton |
| | |
| /s/ Carl M. Eschenbach | Director | March 29, 2023 |
| Carl M. Eschenbach |
| | |
| /s/ Mark S. Garrett | Director | March 29, 2023 |
| Mark S. Garrett |
| | |
| /s/ Kelly A. Kramer | Director | March 29, 2023 |
| Kelly A. Kramer |
| | |
| /s/ John D. McMahon | Director | March 29, 2023 |
| John D. McMahon |
| | |
| /s/ Michael L. Speiser | Director | March 29, 2023 |
| Michael L. Speiser |
| | |
| /s/ Jayshree V. Ullal | Director | March 29, 2023 |
| Jayshree V. Ullal |
Calculation of Filing Fee Table
Form S-8
(Form Type)
Snowflake Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type | | Security Class Title | | Fee Calculation Rule | | Amount to be Registered(1) | | Proposed Maximum Offering Price per Share | | Proposed Maximum Aggregate Offering Price | | Fee Rate | | Amount of Registration Fee(2) |
Equity | | Class A Common Stock, par value $0.0001 per share | | Other(3) | | 17,150,750(5) | | $135.45(3) | | $2,323,069,088 | | 0.0001102 | | $256,003 |
Equity | | Class A Common Stock, par value $0.0001 per share | | Other(4) | | 3,233,051(6) | | $115.14(4) | | $372,253,493 | | 0.0001102 | | $41,023 |
Total Offering Amounts | | | | $2,695,322,581 | | | | $297,026 |
Total Fee Offsets | | | | | | | | $— |
Net Fee Due | | | | $2,695,322,581 | | | | $297,026 |
(1)Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall also cover any additional shares of Class A common stock of Snowflake Inc. (the “Registrant”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock, as applicable.
(2)The Registrant does not have any fee offsets.
(3)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on March 28, 2023.
(4)Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on March 28, 2023, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP”).
(5)Represents (i) an automatic annual increase equal to 5% of the total number of shares of the Registrant’s Class A common stock outstanding on January 31, 2023, which annual increase is provided by the Registrant’s 2020 Equity Incentive Plan (the “2020 Plan”) plus (ii) 985,492 shares of the Registrant’s Class A common stock that have become available for issuance under the 2020 Plan as a result of the expiration, cash settlement, forfeiture, repurchase, withholding, or reacquisition of stock options or other stock awards that had been granted under the Registrant’s 2012 Equity Incentive Plan, pursuant to the terms of the 2020 Plan.
(6)Represents an automatic annual increase equal to 1% of the total number of shares of the Registrant’s Class A common stock outstanding on January 31, 2023, which annual increase is provided by the 2020 ESPP.
Exhibit 5.1
Alex K. Kassai
T: +1 650 843 5771
akassai@cooley.com
March 29, 2023
Snowflake Inc.
106 East Babcock Street
Suite 3A
Bozeman, MT 59715
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Snowflake Inc., a Delaware corporation (the “Company”) in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 20,383,801 shares (the “Shares”) of Class A common stock, par value $0.0001 per share (”Common Stock”), consisting of (a) 17,150,750 shares of Common Stock issuable pursuant to the Company’s 2020 Equity Incentive Plan (the “2020 EIP”) and (b) 3,233,051 shares of Common Stock issuable pursuant to the Company’s 2020 Employee Stock Purchase Plan (together with the 2020 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 certificate of incorporation and bylaws, each as currently in effect, (c) the Plans, and (d) such other records, documents, certificates, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the 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 of all documents by all persons other than the Company 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 the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ Alex K. Kassai
Alex K. Kassai
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650) 843-5000 f: (650) 849-7400 cooley.com
