As filed with the Securities and Exchange Commission on May 15, 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
Gogo
Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 27-1650905 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
| 111 North Canal St., Suite 1500 | |
| Chicago, IL | 60606 |
| (Addresses of Principal Executive Offices) | (Zip Code) |
Gogo Inc. Employee Stock Purchase
Plan
(Full title of the plan)
Marguerite M. Elias
Executive Vice President, General Counsel and Secretary
111 North Canal St., Suite 1500
Chicago, IL 60606
(Name and address of agent for service)
312-517-5000
(Telephone number, including area code, of agent for service)
With copy to:
John J. Cannon III, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, NY 10022
(212) 848-4000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | q | Accelerated filer | ý |
| Non-accelerated filer | q | Smaller reporting company | q |
| Emerging growth company | q |
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. q
Calculation of Registration Fee
| Name of Plan | 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 |
| Gogo Inc. Employee Stock Purchase Plan | Common stock $0.0001 par value per share | 1,000,000(2) | $1.69(3) | $1,690,000 | $219.36 |
| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Gogo Inc. Employee Stock Purchase Plan (the “ESPP”) by reason of any stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
| (2) | Represents 1,000,000 additional shares of common stock reserved for issuance pursuant to future awards under the ESPP. |
| (3) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $1.69 per share, which was the average of the high and low prices of Gogo Inc. shares of common stock on May 13, 2020 as reported on the Nasdaq Global Select Market. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Gogo Inc. (the “Company” or “Registrant”) with respect to the Gogo Inc. Employee Stock Purchase Plan (the “ESPP”) referred to on the cover of this Registration Statement and is being filed for the purpose of registering additional shares of the Company’s common stock under the ESPP. The Registrant’s shareholders approved the addition of these shares to the ESPP at the Registrant’s annual meeting on April 29, 2020.
In accordance with Instruction E to the General Instructions to Form S-8, the contents of the Company’s previously filed Registration Statement on Form S-8 relating to the ESPP (Registration No. 333-189594), filed with the Securities and Exchange Commission on June 26, 2013, are hereby incorporated by reference and made part of this Registration Statement, except that Item 6 thereof is hereby restated as set forth in Item 6 of the Registration Statement on Form S-8 relating to the ESPP (Registration No. 333-219777) that the Company filed with the Securities and Exchange Commission on August 8, 2017, which Item is hereby incorporated by reference and made part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See Exhibit Index immediately following the signature pages.
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 Chicago, State of Illinois, on May 15, 2020.
GOGO INC.
| By: | /s/ Marguerite M. Elias | ||
| Name: | Marguerite M. Elias | ||
| Title: | Executive Vice President and General Counsel |
||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on May 15, 2020 by the following persons in the capacities indicated.
| Signature | Title |
|
/s/ Oakleigh Thorne |
President and Chief Executive Officer and Director (Principal Executive Officer) |
| Oakleigh Thorne | |
|
/s/ Barry Rowan |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
| Barry Rowan | |
|
/s/ Michael P. Bayer |
Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
| Michael P. Bayer | |
| * | Chairman of the Board |
| Ronald T. LeMay | |
| * | Director |
| Robert L. Crandall | |
| * | Director |
| Hugh W. Jones | |
| * | Director |
| Michele Coleman Mayes | |
| * | Director |
| Robert H. Mundheim | |
| * | Director |
| Christopher D. Payne | |
| * | Director |
| Charles C. Townsend | |
| * | Director |
| Harris N. Williams |
* By: /s/ Marguerite M.
Elias
Marguerite M. Elias, as Attorney in Fact*
INDEX TO EXHIBITS