As filed with the Securities and Exchange Commission on March 31, 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
Rivian Automotive, Inc.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 47-3544981 |
(State or other jurisdiction of Incorporation or organization) | | (I.R.S. Employer Identification No.) |
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Address of principal executive offices) (Zip code)
RIVIAN AUTOMOTIVE, INC. 2021 INCENTIVE AWARD PLAN
RIVIAN AUTOMOTIVE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Robert J. Scaringe
Chief Executive Officer
Rivian Automotive, Inc.
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
| | | | | |
| Marc D. Jaffe, Esq. | Neil M. Sitron, Esq. |
| Tad J. Freese, Esq. | General Counsel |
| Alison A. Haggerty, Esq. | Rivian Automotive, Inc. |
| Latham & Watkins LLP | 14600 Myford Road |
| 1271 Avenue of the Americas | Irvine, California 92606 |
| New York, New York 10020 | (888) 748-4261 |
| (212) 906-1200 | |
| |
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 | ☐ |
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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act ☐ .
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 45,018,712 shares of Rivian Automotive, Inc.’s (the “Registrant”) Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 9,003,742 shares of the Registrant’s Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
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| Item 8. | Exhibits | | | | | | | | |
| | | Incorporated by Reference |
|
Description | | Form | | File No. | | Exhibit Number | | Filing Date |
| | | | | | | | | |
| 4.1 | | | 8-K | | 001-41042 | | 3.1 | | 11/16/2021 |
| | | | | | | | | |
| 4.2 | | | 8-K | | 001-41042 | | 3.2 | | 11/16/2021 |
| | | | | | | | | |
| 5.1* | | | | | | | | | |
| | | | | | | | | |
| 23.1* | | | | | | | | | |
| | | | | | | | | |
| 23.2* | | | | | | | | | |
| | | | | | | | | |
| 99.1 | | | S-8 | | 333-260943 | | 99.2 | | 11/10/2021 |
| | | | | | | | | |
| 99.2 | | | S-8 | | 333-260943 | | 99.3 | | 11/10/2021 |
| | | | | | | | | |
| 107.1* | | | | | | | | | |
| | | | | | | | | |
| * | Filed herewith. | | | | | | | | |
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 the City of Irvine, State of California, on March 31, 2022.
| | | | | | | | | | | | | | |
| | RIVIAN AUTOMOTIVE, INC. |
| | | | |
| | By: | /s/ Robert J. Scaringe |
| | | Robert J. Scaringe |
| | | Chief Executive Officer, Chairman of the Board of Directors |
| | (Principal Executive Officer) |
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/ Robert J. Scaringe | | Chief Executive Officer, Chairman of the Board of Directors | | March 31, 2022 |
| Robert J. Scaringe | | (Principal Executive Officer) | | |
| | | | |
| /s/ Claire McDonough | | Chief Financial Officer | | March 31, 2022 |
| Claire McDonough | | (Principal Financial Officer) | | |
| | | | |
| /s/ Jeffrey R. Baker | | Chief Accounting Officer | | March 31, 2022 |
| Jeffrey R. Baker | | (Principal Accounting Officer) | | |
| | | | |
| /s/ Karen Boone | | Director | | March 31, 2022 |
| Karen Boone | | | | |
| | | | |
| /s/ Sanford Schwartz | | Director | | March 31, 2022 |
| Sanford Schwartz | | | | |
| | | | |
| /s/ Rose Marcario | | Director | | March 31, 2022 |
| Rose Marcario | | | | |
| | | | |
| /s/ Peter Krawiec | | Director | | March 31, 2022 |
| Peter Krawiec | | | | |
| | | | |
| /s/ Jay Flatley | | Director | | March 31, 2022 |
| Jay Flatley | | | | |
| | | | |
| /s/ Pamela Thomas-Graham | | Director | | March 31, 2022 |
| Pamela Thomas-Graham | | | | |
Exhibit 5.1
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| | | | | | 1271 Avenue of the Americas
New York, New York 10020-1401
Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com
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Washington, D.C. |
March 31, 2022
Rivian Automotive, Inc.
14600 Myford Road
Irvine, California 92606
Re: Registration Statement on Form S-8; 54,022,454 shares of Class A Common Stock, par value $0.001 per share, of Rivian Automotive, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Rivian Automotive, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a registration statement on Form S–8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance of up to an aggregate of 54,022,454 shares (the “Shares”) of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), consisting of (i) 45,018,712 shares of Class A Common Stock which may be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and (ii) 9,003,742 shares of Class A Common Stock which may be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”, and together with the 2021 Plan, the “Plans” and each, a “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DCGL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the applicable Plan, assuming in each case that the
individual grants or awards under the applicable Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing 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 or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Latham & Watkins LLP
