As filed with the Securities and Exchange Commission on August 9, 2013
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)
Amended and Restated 2007 Equity Incentive Plan
2008 Equity Inducement 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 | þ | |||
| 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 |
7,200,000 (2) | $2.42(4) | $17,424,000 | $2,376.63 | ||||
| Common Stock, $0.0001 par value |
200,000 (3) | $2.42(4) | 484,000 | 66.02 | ||||
| Total: |
7,400,000 | $17,908,000 | $2,442.65 | |||||
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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 Registrant’s common stock that become issuable under the Amended and Restated 2007 Equity Incentive Plan and 2008 Equity Inducement 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 Registrant’s outstanding shares of common stock. |
| (2) | Represents an increase in the number of shares available for issuance under the Amended and Restated 2007 Equity Incentive Plan. This increase was effective as of June 6, 2013. |
| (3) | Represents an increase in the number of shares available for issuance under the 2008 Equity Inducement Plan. This increase was effective as of May 14, 2013. |
| (4) | 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, and based upon the average of the high and low sales prices of the Registrant’s common stock as reported by the NASDAQ Global Market on August 7, 2013. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Glu Mobile Inc. (the “Registrant”) is filing this registration statement with the Securities and Exchange Commission (the “Commission”) to register (1) an additional 7,200,000 shares reserved for issuance under its Amended and Restated 2007 Employee Stock Purchase Plan and (2) an additional 200,000 shares reserved for issuance under its 2008 Equity Inducement Plan. The contents of the following registration statements on Form S-8 filed by the Registrant with the Commission are incorporated by reference in this registration statement on Form S-8:
| Registration No. |
Plan(s) Covered |
Date Filed | ||||
| 333-187311 |
2008 Equity Inducement Plan 2007 Employee Stock Purchase Plan |
03/15/2013 | ||||
| 333-176318 |
2008 Equity Inducement Plan | 08/15/2011 | ||||
| 333-172983 |
2007 Equity Incentive Plan 2007 Employee Stock Purchase Plan |
03/21/2011 | ||||
| 333-165813 |
2008 Equity Inducement Plan 2007 Equity Incentive Plan 2007 Employee Stock Purchase Plan |
03/31/2010 | ||||
| 333-157959 (Post-Effective Amendment No. 1) |
2007 Equity Incentive Plan 2007 Employee Stock Purchase Plan |
03/18/2009 | ||||
| 333-157959 |
2007 Equity Incentive Plan 2007 Employee Stock Purchase Plan |
03/13/2009 | ||||
| 333-149996 |
2008 Equity Inducement Plan 2007 Equity Incentive Plan 2007 Employee Stock Purchase Plan |
03/31/2008 | ||||
| 333-141487 |
2007 Equity Incentive Plan 2007 Employee Stock Purchase Plan |
03/22/2007 | ||||
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits listed on the Exhibit Index (following the Signatures section of this Registration Statement) are incorporated by reference in this Registration Statement.
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 August 9, 2013.
| 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, Eric R. Ludwig and Scott J. Leichtner, 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 | August 9, 2013 | ||
| Niccolo M. de Masi |
||||
| Principal Financial and Accounting Officer: | ||||
| /s/ Eric R. Ludwig |
Executive Vice President and Chief Financial Officer | August 9, 2013 | ||
| Eric R. Ludwig |
||||
| Additional Directors: | ||||
| /s/ William J. Miller |
Chairman of the Board | August 9, 2013 | ||
| William J. Miller |
||||
| /s/ Lorne Abony |
Director | August 9, 2013 | ||
| Lorne Abony |
||||
| Director | ||||
| Ann Mather |
||||
| /s/ Hany M. Nada |
Director | August 9, 2013 | ||
| Hany M. Nada |
||||
| /s/ A. Brooke Seawell |
Director | August 9, 2013 | ||
| A. Brooke Seawell |
||||
| /s/ Benjamin T. Smith, IV |
Director | August 9, 2013 | ||
| Benjamin T. Smith, IV |
||||
EXHIBIT INDEX
| Incorporated by Reference | ||||||||||||
| Exhibit Number |
Exhibit Description |
Form | File No. | Exhibit | Filing Date |
Filed Herewith | ||||||
| 4.01 |
Restated Certificate of Incorporation of the Registrant. | S-1/A | 333-139493 | 3.02 | 02/14/2007 | |||||||
| 4.02 |
Amended and Restated Bylaws of the Registrant. | 8-K | 001-33368 | 99.01 | 10/28/2008 | |||||||
| 4.03 |
2007 Equity Incentive Plan, as amended and restated on June 6, 2013. | 8-K | 001-33368 | 99.01 | 06/10/2013 | |||||||
| 4.04 |
For the 2007 Equity Incentive Plan, forms of (a) Notice of Stock Option Grant, Stock Option Award Agreement and Stock Option Exercise Agreement, (b) Notice of Restricted Stock Award and Restricted Stock Agreement, (c) Notice of Stock Appreciation Right Award and Stock Appreciation Right Award Agreement, and (d) Notice of Stock Bonus Award and Stock Bonus Agreement. | S-1/A | 333-139493 | 10.03 | 02/16/2007 | |||||||
| 4.05 |
Forms of Stock Option Award Agreement (Immediately Exercisable) and Stock Option Exercise Agreement (Immediately Exercisable) under the Glu Mobile Inc. 2007 Equity Incentive Plan. | 10-Q | 001-33368 | 10.05 | 08/14/2008 | |||||||
| 4.06 |
Notice of Restricted Stock Unit Award and Restricted Stock Unit Agreement under the 2007 Equity Incentive Plan. | 10-Q | 001-33368 | 10.08 | 08/09/2013 | |||||||
| 4.07 |
2008 Equity Inducement Plan, as amended and restated on May 14, 2013. | 8-K | 001-33368 | 99.01 | 03/17/2013 | |||||||
| 4.08 |
Forms of Notice of Stock Option Grant, Stock Option Award Agreement and Stock Option Exercise Agreement under the 2008 Equity Inducement Plan. | 10-K | 001-33368 | 10.05(B) | 03/31/2010 | |||||||
| 4.09 |
Form of Specimen Certificate for Common Stock | S-1/A | 333-139493 | 4.01 | 02/14/2007 | |||||||
| 5.01 |
Opinion of Scott J. Leichtner, General Counsel to Registrant. | X | ||||||||||
| 23.01 |
Consent of Scott J. Leichtner (included in Exhibit 5.01). | X | ||||||||||
| 23.02 |
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. | X | ||||||||||
| 24.01 |
Power of Attorney (see signature page of this Registration Statement). | X | ||||||||||