As filed with the Securities and Exchange Commission on March 14, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Glu Mobile Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 91-2143667 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
45 Fremont Street, Suite 2800
San Francisco, California 94105
(Address of Principal Executive Offices)
2007 Employee Stock Purchase Plan
(Full Titles of the Plans)
Niccolo M. de Masi
President and Chief Executive Officer
Glu Mobile Inc.
45 Fremont Street, Suite 2800
San Francisco, California 94105
(415) 800-6100
(Name and Address of Agent For Service)
Copies to:
Scott J. Leichtner, Esq. Vice President and General Counsel Glu Mobile Inc. 45 Fremont Street, Suite 2800 San Francisco, California 94105 |
David A. Bell, Esq. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 |
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 the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered |
Amount to be Registered (1) |
Proposed maximum offering price per unit |
Proposed maximum aggregate offering price |
Amount of registration fee | ||||
Common Stock, $0.0001 par value |
637,488(2) | $3.40425(3) | $2,170,168.52 | $248.71 | ||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the 2007 Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrants outstanding shares of common stock. |
(2) | Represents an automatic increase in the number of shares available for issuance under the 2007 Employee Stock Purchase Plan equal to 1% of 63,748,831 shares, the total outstanding shares of the Registrant as of December 31, 2011. This automatic increase was effective as of January 1, 2012. |
(3) | Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, based upon 85% of the average of the high and low sales prices of the Registrants common stock as reported by the NASDAQ Global Market on March 8, 2012. Pursuant to the 2007 Employee Stock Purchase Plan, the purchase price of a share is 85% of the fair market value of the Registrants common stock. |
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 an additional 637,488 shares under its 2007 Employee Stock Purchase Plan pursuant to the provisions of that plan providing for an automatic increase in the number of shares reserved for issuance under that plan. This registration statement on Form S-8 hereby incorporates by reference the contents of the Registrants registration statements on Form S-8 filed with the Commission on March 22, 2007 (Registration No. 333-141487), on March 31, 2008 (Registration No. 333-149996), on March 13, 2009, as amended on March 18, 2009 (Registration No. 333-157959), on March 31, 2010 (Registration No. 333-165813) and on March 21, 2011 (Registration No. 333-172983).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Number |
Exhibit Title | |
4.01 | Form of Restated Certificate of Incorporation of the Registrant (Incorporated herein by reference to Exhibit 3.02 of the Registrants Registration Statement on Form S-1 (Registration No. 333-139493) filed with the Commission on December 19, 2006 (the Form S-1)). | |
4.02 | Form of Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to Exhibit 99.01 of the Registrants Current Report on Form 8-K filed with the Commission on October 28, 2008). | |
4.03 | 2007 Employee Stock Purchase Plan, as amended and restated on August 1, 2011 (Incorporated herein by reference to Exhibit 10.04 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Commission on March 14, 2012). | |
5.01 | Opinion of Scott J. Leichtner, General Counsel to Registrant. | |
23.01 | Consent of Scott J. Leichtner (included in Exhibit 5.01). | |
23.02 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |
24.01 | Power of Attorney (see page II-2 of this Registration Statement). |
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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 Francisco, State of California, on March 14, 2012.
GLU MOBILE INC. | ||
By: | /s/ Niccolo M. de Masi | |
Niccolo M. de Masi | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Niccolo M. de Masi and Eric R. Ludwig, and each of them acting individually, as his or her attorney-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts shall together constitute one and the same instrument.
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 date indicated:
Signature |
Title |
Date | ||
Principal Executive Officer: | ||||
/s/ Niccolo M. de Masi |
President, Chief Executive Officer and Director | March 14, 2012 | ||
Niccolo M. de Masi | ||||
Principal Financial and Accounting Officer: | ||||
/s/ Eric R. Ludwig |
Executive Vice President and Chief Financial Officer | March 14, 2012 | ||
Eric R. Ludwig | ||||
Additional Directors: | ||||
/s/ William J. Miller |
Chairman of the Board | March 14, 2012 | ||
William J. Miller | ||||
/s/ Matthew A. Drapkin |
Director | March 14, 2012 | ||
Matthew A. Drapkin |
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|
Director | |||
Ann Mather | ||||
|
Director | |||
Hany M. Nada | ||||
/s/ A. Brooke Seawell |
Director | March 14, 2012 | ||
A. Brooke Seawell | ||||
/s/ Benjamin T. Smith, IV |
Director | March 14, 2012 | ||
Benjamin T. Smith, IV |
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EXHIBIT INDEX
Number |
Exhibit Title | |
4.01 | Form of Restated Certificate of Incorporation of the Registrant (Incorporated herein by reference to Exhibit 3.02 of the Form S-1). | |
4.02 | Form of Amended and Restated Bylaws of the Registrant (Incorporated herein by reference to Exhibit 99.01 of the Registrants Current Report on Form 8-K filed with the Commission on October 28, 2008). | |
4.03 | 2007 Employee Stock Purchase Plan, as amended and restated on August 1, 2011 (Incorporated herein by reference to Exhibit 10.04 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2011 filed with the Commission on March 14, 2012). | |
5.01 | Opinion of Scott J. Leichtner, General Counsel to Registrant. | |
23.01 | Consent of Scott J. Leichtner (included in Exhibit 5.01). | |
23.02 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | |
24.01 | Power of Attorney (see page II-2 of this Registration Statement). |