Document

As filed with the Securities and Exchange Commission on February 6, 2020

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sonos, Inc.

(Exact name of registrant as specified in its charter)




Delaware		03-0479476
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Sonos, Inc.

614 Chapala Street
Santa Barbara, CA 93101

(Address of Principal Executive Offices) (Zip Code)

2018 Equity Incentive Plan

2018 Employee Stock Purchase Plan

(Full title of the plans)

Patrick Spence

Chief Executive Officer

Sonos, Inc.

614 Chapala Street
Santa Barbara, CA 93101

(805) 965-3001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:




William E. Hughes, Esq. Niki Fang, Esq. Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 (415) 773-5700		Edward Lazarus, Esq. Chief Legal Officer and Corporate Secretary Sonos, Inc. 614 Chapala Street Santa Barbara, CA 93101 (805) 965-3001

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	x	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





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
Common stock, $0.001 par value per share
- Reserved for future issuance under the 2018 Equity Incentive Plan		7,630,306 ⁽²⁾	$13.73⁽³⁾	$104,764,101.38	$13,598.39
- Reserved for future issuance the 2018 Employee Stock Purchase Plan		3,052,122⁽⁴⁾	$11.6705⁽⁵⁾	$35,619,789.81	$4,623.45
TOTAL		10,682,428		$140,383,891.19	$18,221.84


(1)	Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (“Registration Statement”) shall also cover any additional shares of the common stock of Sonos, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2)	Represents 7,630,306 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) on January 1, 2020, pursuant to an annual “evergreen” increase provision contained in the 2018 Plan.
(3)	Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $13.73 was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on January 31, 2020.
(4)	Represents 3,052,122 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”) on January 1, 2020, pursuant to an annual “evergreen” increase provision contained in the 2018 ESPP.
(5)	Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $13.73, which was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on January 31, 2020. Under the 2018 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date or the purchase date, whichever is less.

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 7,630,306 additional shares of common stock under the 2018 Plan and 3,052,122 additional shares of common stock under the 2018 ESPP pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on August 2, 2018 (Registration No. 333-226516) and February 7, 2019 (Registration No. 333-229558).

Item 8. Exhibits.

The following exhibits are filed herewith:

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

5.1

Opinion of Orrick, Herrington & Sutcliffe LLP

23.1

Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1)

23.2

Consent of Independent Registered Public Accounting Firm

24.1

Power of Attorney (included on the signature page of this Registration Statement)

99.1

2018 Equity Incentive Plan, and forms of agreement thereunder

10-Q

001-38603

10.02

2/5/2020

99.2

2018 Employee Stock Purchase Plan, and form of subscription agreement

S-1

333-226076

10.04

7/6/2018

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 Santa Barbara, State of California, on February 6, 2020.

SONOS, INC.

/s/ Patrick Spence

Patrick Spence

Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Patrick Spence and Brittany Bagley, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 for 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 his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:



Name	Title	Date
/s/ Patrick Spence	Chief Executive Officer and Director (Principal Executive Officer)	February 6, 2020
Patrick Spence
/s/ Brittany Bagley	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	February 6, 2020
Brittany Bagley
/s/ Robert Bach	Director	February 6, 2020
Robert Bach
/s/ Karen Boone	Director	February 6, 2020
Karen Boone
/s/ Thomas Conrad	Director	February 6, 2020
Thomas Conrad
/s/ Julius Genachowski	Director	February 6, 2020
Julius Genachowski
/s/ John Maeda	Director	February 6, 2020
John Maeda
/s/ Michelangelo Volpi	Chairperson of the Board of Directors	February 6, 2020
Michelangelo Volpi