As filed with the Securities and Exchange Commission on March 29, 2023
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Doma Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | |
| Delaware | | 84-1956909 |
| | | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
101 Mission Street, Suite 1050 San Francisco, California, 94105 (650) 419-3827 (Address of Principal Executive Offices) |
Doma Holdings, Inc. Omnibus Incentive Plan Doma Holdings, Inc. 2021 Employee Stock Purchase Plan | |
| | |
Max Simkoff Chief Executive Officer and Director Doma Holdings, Inc. 101 Mission Street, Suite 1050 San Francisco, California 94105 (650) 419-3827 |
| (Telephone number, Including Area Code, of Agent For Service) |
| Copies to: |
Stephen Salmon Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA (650) 752-2000 |
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. ☐
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E to Form S-8, the Registrant is filing this Registration Statement with the U.S. Securities and Exchange Commission (the “Commission”) to register additional shares of the Registrant’s Common Stock for issuance under the Doma Holdings, Inc. Omnibus Incentive Plan and the Doma Holdings, Inc. 2021 Employee Stock Purchase Plan (collectively, the “Plans”) pursuant to the provisions of the Plans that provide for automatic annual increases in the number of shares reserved for issuance thereunder. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on October 4, 2021 (File No. 333-260020), the registration statement on Form S-8 filed with the Commission on March 25, 2022 (File No. 333-263861) and the registration statement on Form S-8 filed with the Commission on July 29, 2022 (File No. 333-266413) to the extent not superseded hereby.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Commission on March 8, 2023;
(b) The Registrant’s Current Report on Form 8-K filed with the Commission on January 18, 2023 to the extent the information in such reports is filed and not furnished; and
(c) The description of the Registrant’s capital stock which is contained in the registration statement on Amendment No. 1 to Form S-1 filed on September 3, 2021, including any amendment or supplements thereto.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
| | | | | |
| Exhibit Number | |
| 5.1 | |
| 23.1 | |
| 23.2 | |
| 24.1 | |
| 99.1 | |
| 99.2 | |
| 107.1 | |
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 Francisco, State of California, on the 29th day of March, 2023.
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| DOMA HOLDINGS, INC. |
| |
| By: | /s/ Max Simkoff |
| Name: | Max Simkoff |
| Title: | Chief Executive Officer and Director |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Doma Holdings, Inc., hereby severally constitute and appoint Max Simkoff and Mike Smith, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), 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 or necessary to be done in and about the premises, as full 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 their or his or her 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.
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| SIGNATURE | | TITLE | | DATE |
| | |
| /s/ Max Simkoff | | Chief Executive Officer and Director (Principal Executive Officer) | | March 29, 2023 |
| Max Simkoff | | |
| | |
| | |
| /s/ Mike Smith | | Chief Financial Officer (Principal Accounting Officer & Principal Financial Officer) | | March 29, 2023 |
| Mike Smith | | |
| /s/ Stuart Miller | | Director | | March 29, 2023 |
| Stuart Miller | | |
| | |
| /s/ Charles Moldow | | Director | | March 29, 2023 |
| Charles Moldow | | |
| | |
| /s/ Lawrence Summers | | Director | | March 29, 2023 |
| Lawrence Summers | | |
| | |
| /s/ Maxine Williams | | Director | | March 29, 2023 |
| Maxine Williams | | |
| | |
| /s/ Serena Wolfe | | Director | | March 29, 2023 |
| Serena Wolfe | | |
| | |
| /s/ Matthew E. Zames | | Chairman of the Board | | March 29, 2023 |
| Matthew E. Zames | | |
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