As filed with the Securities and Exchange Commission on March 31, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NIMBLE STORAGE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-1418899 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
211 River Oaks Parkway
San Jose, California 95134
(408) 432-9600
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of the plans)
Suresh Vasudevan
Chief Executive Officer and Director
Nimble Storage, Inc.
211 River Oaks Parkway
San Jose, California 95134
(408) 432-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
| Jeffrey R. Vetter, Esq. Dawn H. Belt, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 (650) 988-8500 |
Aparna Bawa, Esq. General Counsel Nimble Storage, Inc. 211 River Oaks Parkway San Jose, California 95134 (408) 432-9600 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
|
| ||||||||
| Title of Securities To Be Registered |
Amount To Be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.001 par value per share |
||||||||
| - Reserved for future issuance under the 2013 Equity Incentive Plan |
4,105,984(2) | $7.04(3) | $28,906,128 | $2,911 | ||||
| - Reserved for future issuance under the 2013 Employee Stock Purchase Plan |
1,006,146(4) | 5.98(5) | $6,016,754 | $606 | ||||
| TOTAL |
5,112,130 | N/A | $34,922,882 | $3,517 | ||||
|
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|
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, or Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s common stock 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 which results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2013 Equity Incentive Plan, or EIP, resulting from the automatic annual 5% increase on February 1, 2016 in the number of authorized shares reserved and available for issuance under the EIP. |
| (3) | Estimated pursuant to Rules 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 common stock as reported on the New York Stock Exchange on March 24, 2016. |
| (4) | Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2013 Employee Stock Purchase Plan, or ESPP, resulting from the automatic annual 1% increase on February 1, 2016 in the number of authorized shares reserved and available for issuance under the ESPP. |
| (5) | Estimated pursuant to Rules 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 common stock as reported on the New York Stock Exchange on March 24, 2016. Under the 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 (i.e., the first business day of the offering period of up to 27 months) or the purchase date (i.e., the last business day of a six-month purchase period), whichever is less. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Nimble Storage, Inc., or Registrant, is filing this Registration Statement with the Securities and Exchange Commission, or Commission, to register:
| (i) | 4,105,984 additional shares of common stock under the Registrant’s 2013 Equity Incentive Plan, or EIP, pursuant to the provisions of the EIP providing for an automatic increase on February 1, 2016 in the number of shares reserved and available for issuance under the EIP; and |
| (ii) | 1,006,146 additional shares of common stock under the Registrant’s 2013 Employee Stock Purchase Plan, or ESPP, pursuant to the provisions of the ESPP providing for an automatic increase on February 1, 2016 in the number of shares reserved and available for issuance under the ESPP. |
This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on December 13, 2013 (Registration No. 333-192799), the Registrant’s registration statement on Form S-8 filed with the Commission on April 17, 2014 (Registration No. 333-195340) and the Registrant’s registration statement on Form S-8 filed with the Commission on April 2, 2015 (Registration No. 333-203198). 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 Form S-8 has been omitted from this Registration Statement.
II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, are incorporated herein by reference:
| (a) | the Registrant’s Annual Report on Form 10-K filed with the Commission on March 31, 2016; |
| (b) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and |
| (c) | the description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-36233) filed with the Commission on December 10, 2013 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 8. Exhibits.
The following exhibits are filed herewith:
| Exhibit Number |
Incorporated by Reference |
Filed Herewith | ||||||||||
| Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
||||||||
| 4.1 | Restated Certificate of Incorporation. | S-1 | 333-191789 | 3.2 | 12/2/2013 | |||||||
| 4.2 | Restated Bylaws. | S-1 | 333-191789 | 3.4 | 12/2/2013 | |||||||
| 4.3 | Form of Common Stock Certificate. | S-1 | 333-191789 | 4.1 | 12/10/2013 | |||||||
| 5.1 | Opinion of Fenwick & West LLP. | X | ||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||
| 23.2 | Consent of Fenwick & West LLP (included in Exhibit 5.1). | X | ||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). | X | ||||||||||
| 99.1 | 2013 Equity Incentive Plan, as amended and restated, and forms of award agreements. | 10-Q | 001-36233 | 10.3 | 12/12/2014 | |||||||
| 99.2 | 2013 Employee Stock Purchase Plan and form of subscription agreement. | S-1 | 333-191789 | 10.4 | 12/2/2013 | |||||||
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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 San Jose, State of California, on this 31st day of March, 2016.
| NIMBLE STORAGE, INC. | ||
| By: | /s/ Suresh Vasudevan | |
| Suresh Vasudevan | ||
| Chief Executive Officer and Director | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Suresh Vasudevan and Anup Singh, and each of them, as his true and lawful attorneys-in-fact, proxies and agents, each with full power of substitution, for him 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 Securities and Exchange Commission, granting unto said attorneys-in-fact, proxies and agents 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxies and agents, or their 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 has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Suresh Vasudevan |
Chief Executive Officer and Director | March 31, 2016 | ||
| Suresh Vasudevan | (Principal Executive Officer) | |||
| /s/ Anup Singh |
Chief Financial Officer | March 31, 2016 | ||
| Anup Singh | (Principal Accounting and Financial Officer) | |||
| /s/ Varun Mehta |
Founder, Vice President of Engineering and Director | March 31, 2016 | ||
| Varun Mehta | ||||
| /s/ Frank Calderoni |
Director | March 31, 2016 | ||
| Frank Calderoni | ||||
| /s/ James J. Goetz |
Director | March 31, 2016 | ||
| James J. Goetz | ||||
| /s/ William D. Jenkins, Jr. |
Director | March 31, 2016 | ||
| William D. Jenkins, Jr. | ||||
| /s/ Jerry M. Kennelly |
Director | March 31, 2016 | ||
| Jerry M. Kennelly | ||||
| /s/ Ping Li |
Director | March 31, 2016 | ||
| Ping Li | ||||
| /s/ William J. Schroeder |
Director | March 31, 2016 | ||
| William J. Schroeder | ||||
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EXHIBIT INDEX
| Exhibit Number |
Incorporated by Reference |
Filed Herewith |
||||||||||||
| Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
||||||||||
| 4.1 | Restated Certificate of Incorporation. | S-1 | 333-191789 | 3.2 | 12/2/2013 | |||||||||
| 4.2 | Restated Bylaws. | S-1 | 333-191789 | 3.4 | 12/2/2013 | |||||||||
| 4.3 | Form of Common Stock Certificate. | S-1 | 333-191789 | 4.1 | 12/10/2013 | |||||||||
| 5.1 | Opinion of Fenwick & West LLP. | X | ||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||||
| 23.2 | Consent of Fenwick & West LLP (included in Exhibit 5.1). | X | ||||||||||||
| 24.1 | Power of Attorney (included on the signature page of this Registration Statement). | X | ||||||||||||
| 99.1 | 2013 Equity Incentive Plan, as amended and restated, and forms of award agreements. | 10-Q | 001-36233 | 10.3 | 12/12/2014 | |||||||||
| 99.2 | 2013 Employee Stock Purchase Plan and form of subscription agreement. | S-1 | 333-191789 | 10.4 | 12/2/2013 | |||||||||