S-8: Initial registration statement for securities to be offered to employees pursuant to employee benefit plans
Published on April 21, 2021
As filed with the U.S. Securities and Exchange Commission on April 21, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UiPath, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-4333187 | |
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
90 Park Ave, 20th Floor
New York, New York 10016
(844) 432-0455
(Address of principal executive offices) (Zip code)
UiPath, Inc. 2015 Stock Plan
UiPath, Inc. 2018 Stock Plan
UiPath, Inc. 2021 Equity Incentive Plan
UiPath, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Daniel Dines
Chief Executive Officer, Co-Founder, and Chairman
UiPath, Inc.
90 Park Ave, 20th Floor
New York, New York 10016
(844) 432-0455
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Nicole Brookshire Eric Jensen Matthew Dubofsky Owen Williams Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000 |
Brad Brubaker Chief Legal Officer UiPath, Inc. 90 Park Ave, 20th Floor New York, New York 10016 (844) 432-0455 |
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.
| 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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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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, par value $0.00001 per share |
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| - 2021 Equity Incentive Plan |
60,433,580(2)(3) | $56.00(9) | $3,384,280,480.00 | $369,226 | ||||
| - 2021 Employee Stock Purchase Plan |
10,500,000(4)(5) | $47.60(10) | $499,800,000.00 | $54,529 | ||||
| - 2018 Stock Plan (Stock Option Awards) |
16,369,840(6) | $2.04(11) | $33,394,473.60 | $3,644 | ||||
| - 2018 Stock Plan (Restricted Stock Unit Awards) |
37,231,968(7) | $56.00(9) | $2,084,990,208.00 | $227,473 | ||||
| - 2015 Stock Plan (Stock Option Awards) |
4,760,175(8) | $0.07(11) | $333,212.25 | $37 | ||||
| Total |
129,295,563 | $6,002,798,373.85 | $654,909 | |||||
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Class A common stock 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 Registrants Class A common stock, as applicable. |
| (2) | Represents 60,433,580 shares of Class A common stock reserved for future issuance pursuant to stock options and restricted stock unit awards under the Registrants 2021 Equity Incentive Plan (the 2021 Plan). To the extent that any stock options or restricted stock units outstanding under the Registrants 2018 Stock Plan (the 2018 Plan) or the Registrants 2015 Stock Plan (the 2015 Plan) expire or are terminated prior to exercise or vesting, the shares of Class A common stock reserved for issuance pursuant to such stock options or restricted stock units will become available for issuance as shares of Class A common stock under the 2021 Plan. See footnotes 6, 7 and 8 below. |
| (3) | The number of shares of Class A common stock reserved for issuance under the 2021 Plan will automatically increase on February 1st each year, starting on February 1, 2022 and continuing through February 1, 2031, by the lesser of (a) five percent (5%) of the total number of shares of the Registrants Class A common stock and Class B common stock outstanding on January 31st of the immediately preceding fiscal year or (b) a lesser number determined by the Registrants board of directors prior to the applicable February 1st. |
| (4) | Represents 10,500,000 shares of Class A common stock reserved for future issuance under the Registrants 2021 Employee Stock Purchase Plan (the 2021 ESPP). |
| (5) | The number of shares of Class A common stock reserved for issuance under the 2021 ESPP will automatically increase on February 1st each year, starting on February 1, 2022 and continuing through February 1, 2031, by the lesser of (a) one percent (1%) of the total number of shares of the Registrants Class A common stock and Class B common stock outstanding on January 31st of the immediately preceding fiscal year, (b) 15,500,000 shares of Class A common stock, or (c) a lesser number determined by the Registrants board of directors prior to the applicable February 1st. |
| (6) | Represents 16,369,840 shares of Class A common stock issuable upon exercise of options outstanding under the Registrants 2018 Plan as of the date of this Registration Statement. To the extent that any such stock options expire or are terminated prior to exercise, the shares of Class A common stock reserved for issuance pursuant to such stock options will become available for issuance as shares of Class A common stock under the 2021 Plan. See footnote 2 above. |
| (7) | Represents 37,231,968 shares of Class A common stock reserved for issuance pursuant to restrict stock unit awards outstanding under the Registrants 2018 Plan as of the date of this Registration Statement. To the extent that any such restricted stock unit awards expire or are terminate prior to vesting, the shares of Class A common stock reserved for issuance pursuant to such restricted stock unit awards will become available for issuance as shares of Class A common stock under the 2021 Plan. See footnote 2 above. |
| (8) | Represents 4,760,175 shares of Class A common stock issuable upon exercise of options outstanding under the Registrants 2015 Plan as of the date of this Registration Statement. To the extent that any such stock options expire or are terminated prior to exercise, the shares of Class A common stock reserved for issuance pursuant to such stock options will become available for issuance as shares of Class A common stock under the 2021 Plan. See footnote 2 above. |
| (9) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of the initial public offering price of $56.00 per share of Class A common stock pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-254738) declared effective on April 20, 2021. |
| (10) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $56.00 which is the initial public offering price per share of Class A common stock pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-254738) declared effective on April 20, 2021 multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP. |
| (11) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The offering price per share and the aggregate offering price are based upon $2.04, which is the weighted-average exercise price for options outstanding under the 2018 Plan and $0.07, which is the weight-average exercise price for options outstanding under the 2015 Plan. |
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by UiPath, Inc. (the Registrant) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) Amendment No. 2 to the Registrants Registration Statement on Form S-1 filed with the Securities and Exchange Commission on April 19, 2021 (File No. 333-254738), which contains the Registrants audited financial statements for the latest fiscal year for which such statements have been filed.
(b) The Registrants Prospectus to be filed on or about April 21, 2021 pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-254738).
(c) The description of the Registrants Class A common stock which is contained in a registration statement on Form 8-A filed on April 16, 2021 (File No. 001-40348) under the Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description.
(d) 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 4. DESCRIPTION OF SECURITIES
See the description of the Registrants Class A common stock contained in the Registration Statement on Form S-1 (File No. 333-254738).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporations board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. The Registrants amended and restated certificate of incorporation that will be in effect upon the closing of the initial public offering permits indemnification of its directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and the Registrants amended and restated bylaws that will be in effect upon the closing of the initial public offering provide that the Registrant will indemnify its directors and executive officers and permit the Registrant to indemnify its employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.
The Registrant has entered into indemnification agreements with its directors and officers, whereby it has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his or her capacity as such.
Certain of the Registrants non-employee directors may, through their relationships with their employers, be insured and/or indemnified against certain liabilities incurred in their capacity as members of the Registrants board of directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
| * | Filed herewith. |
ITEM 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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, thereunto duly authorized, in New York, New York, on this 21st day of April, 2021.
| UIPATH, INC. |
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| By: | /s/ Daniel Dines | |
| Name: |
Daniel Dines |
|
| Title: |
Chief Executive Officer and Chairman |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Dines, Brad Brubaker, and Ashim Gupta, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), 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 their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Daniel Dines Daniel Dines |
Chief Executive Officer and Chairman (Principal Executive Officer) |
April 21, 2021 | ||
| /s/ Ashim Gupta Ashim Gupta |
Chief Financial Officer (Principal Financial Officer) |
April 21, 2021 | ||
| /s/ Mihai Faur Mihai Faur |
Global Controller (Controller) |
April 21, 2021 | ||
| /s/ Philippe Botteri Philippe Botteri |
Director |
April 21, 2021 | ||
| /s/ Carl Eschenbach Carl Eschenbach |
Director |
April 21, 2021 | ||
| /s/ Michael Gordon Michael Gordon |
Director |
April 21, 2021 | ||
| Signature |
Title |
Date |
||
| /s/ Kimberly L. Hammonds Kimberly L. Hammonds |
Director |
April 21, 2021 | ||
| /s/ Thomas Mendoza Thomas Mendoza |
Director |
April 21, 2021 | ||
| /s/ Daniel D. Springer Daniel D. Springer |
Director |
April 21, 2021 | ||
| /s/ Laela Sturdy Laela Sturdy |
Director |
April 21, 2021 | ||
| /s/ Jennifer Tejada Jennifer Tejada |
Director |
April 21, 2021 | ||
| /s/ Richard P. Wong Richard P. Wong |
Director |
April 21, 2021 | ||