As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BLOOM ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 77-0565408 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
4353 North First Street
San Jose, California 95134
(408) 543-1500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2018 Employee Stock Purchase Plan
(Full title of the plan)
Shawn M. Soderberg
Executive Vice President, General Counsel and Secretary
Bloom Energy Corporation
4353 North First Street
San Jose, California 95134
(408) 543-1500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small 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. ☐
As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-
INTRODUCTION
This Registration Statement on Form S-8 is being filed by Bloom Energy Corporation (the “Registrant”) to register an additional 10,000,000 shares of Class A common stock, par value $0.0001 per share, issuable to employees of the Registrant and certain of its subsidiaries under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan (the “2018 ESPP”).
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on July 26, 2018 (Registration No. 333-226369), April 1, 2020 (Registration No. 333-237538), February 26, 2021 (Registration No. 333-253625) and February 25, 2022 (Registration No. 333-263054), which relate to the 2018 ESPP, are incorporated herein by reference and made a part hereof, except for those items being updated by this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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| Exhibit No. | | Description |
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| 4.1 | | |
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| 4.2 | | |
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| 4.3 | | |
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| 4.4 | | |
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| 5.1* | | |
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| 10.1 | | |
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| 23.1* | | |
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| 23.2* | | |
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| 23.3* | | |
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| 24.1* | | |
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| 107* | | |
*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 San Jose, State of California, on this 9th day of August, 2022.
As filed with the Securities and Exchange Commission on August 9, 2022
Registration No. 333-
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BLOOM ENERGY CORPORATION |
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By: | /s/ Gregory Cameron |
| Name: Gregory Cameron Title: Executive Vice President and Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints KR Sridhar and Gregory Cameron, and each of them acting individually, as his or her attorney-in-fact, with full power of substitution, for him or her and in any and all capacities, to sign any and all amendments to this Registration Statement on this Form S-8 (including any post-effective amendments thereto) and to file the same, with all 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 his 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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| Name and Signature | | Title | | Date |
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| /s/ KR Sridhar | | Founder, President, Chief Executive Officer and Director
(Principal Executive Officer) | | August 9, 2022 |
| KR Sridhar | | |
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| /s/ Gregory Cameron | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | August 9, 2022 |
| Gregory Cameron | | |
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| /s/ Michael Boskin | | Director | | August 9, 2022 |
| Michael Boskin | | | | |
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| /s/ Mary K. Bush | | Director | | August 9, 2022 |
| Mary K. Bush | | | | |
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| /s/ John T. Chambers | | Director | | August 9, 2022 |
| John T. Chambers | | | | |
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| /s/ Jeffrey Immelt | | Director | | August 9, 2022 |
| Jeffrey Immelt | | | | |
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| /s/ Eddy Zervigon | | Director | | August 9, 2022 |
| Eddy Zervigon | | | | |
August 9, 2022
Bloom Energy Corporation
4353 North First Street
San Jose, California 95134
Re: 2018 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) of Bloom Energy Corporation, a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 10,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”). The Shares subject to the Registration Statement are reserved for issuance under the Bloom Energy Corporation 2018 Employee Stock Purchase Plan, as amended and restated (the “2018 ESPP”).
We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the 2018 ESPP that would expand, modify or otherwise affect the terms of the 2018 ESPP or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
Based upon the foregoing examination and in reliance thereon, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the 2018 ESPP and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, 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.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP