As filed with the U.S. Securities and Exchange Commission on March 1, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Roku, Inc.
(Exact name
of Registrant as specified in its charter)
|
|
|
Delaware
|
|
26-2087865
|
(State or other jurisdiction of
Incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
150 Winchester Circle
Los Gatos, California 95032
(408)
556-9040
(Address of principal executive offices) (Zip code)
Roku, Inc. 2017 Equity Incentive Plan
Roku, Inc. 2017 Employee Stock Purchase Plan
(Full titles of the plans)
Stephen H.
Kay
General Counsel and Secretary
Roku, Inc.
150
Winchester Circle Los Gatos, California 95032
(408)
556-9040
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
|
|
|
Mark P. Tanoury
John T. McKenna
Seth J.
Gottlieb
Alex K. Kassai
Cooley LLP
3175 Hanover
Street
Palo Alto, California 94304
(650)
843-5000
|
|
Christy Lillquist
Roku, Inc.
150 Winchester
Circle
Los Gatos, California 95032
(408)
556-9040
|
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
|
|
|
|
|
|
|
|
|
|
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
|
Class A Common Stock, par value $0.0001 per
share
|
|
|
|
|
|
|
|
|
2017 Equity Incentive Plan
|
|
6,179,190(2)
|
|
$59.71(4)
|
|
$368,959,434.90
|
|
$44,717.89
|
2017 Employee Stock Purchase Plan
|
|
1,097,698(3)
|
|
$50.75(5)
|
|
$55,708,173.50
|
|
$6,751.84
|
Total
|
|
7,276,888
|
|
|
|
$424,667,608.40
|
|
$51,469.73
|
|
|
(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 of Roku, Inc. (Roku) 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 Rokus Class A common stock.
|
(2)
|
Represents 5,488,492 additional shares of Class A common stock available for issuance as a result of the
annual evergreen increase on January 1, 2019 under Rokus 2017 Equity Incentive Plan (the 2017 Plan) and 690,698 additional shares available for issuance in connection with the termination or cancellation of options granted
under the 2008 Equity Incentive Plan.
|
(3)
|
Represents 1,097,698 additional shares of Class A common stock available for issuance as a result of the
annual evergreen increase on January 1, 2019 under Rokus 2017 Employee Stock Purchase Plan (the 2017 ESPP).
|
(4)
|
Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis
of $59.71, the average of the high and low prices of Rokus Class A common stock as reported on The Nasdaq Global Select Market on February 22, 2019.
|
(5)
|
Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis
of 85% of $59.71, the average of the high and low prices of Rokus Class A common stock as reported on The Nasdaq Global Select Market on February 22, 2019. Pursuant to the 2017 ESPP, which plan is incorporated by reference herein,
the purchase price of the shares of common stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.
|