Prepared by R.R. Donnelley Financial -- S-8

As filed with the Securities and Exchange Commission on February 28, 2014

Registration No. 333-        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

MARIN SOFTWARE INCORPORATED

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   20-4647180

(State or other jurisdiction of

incorporation or organization)

   (I.R.S. Employer
Identification No.)

Marin Software Incorporated

123 Mission Street, 25th Floor

San Francisco, California 94105

(415) 399-2580

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

2013 Equity Incentive Plan

2013 Employee Stock Purchase Plan

(Full title of the plans)

Christopher A. Lien

Founder, Chief Executive Officer and Director

Marin Software Incorporated

123 Mission Street, 25th Floor

San Francisco, California 94105

(415) 399-2580

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

 

Jeffrey R. Vetter, Esq.

Michael A. Brown, Esq.

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500

  

Rashmi Garde, Esq.

Marin Software Incorporated

123 Mission Street, 25th Floor

San Francisco, California 94105

(415) 399-2580

 

 

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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

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

Common Stock, $0.001 par value per share

                

- Reserved for future issuance under the 2013 Equity Incentive Plan

   1,647,645(2)   $11.51(3)   $18,964,394   $2,443

- Reserved for future issuance under the 2013 Employee Stock Purchase Plan

   329,529(4)   $9.78(5)   $3,222,794   $416

TOTAL

   1,977,174   N/A   $22,187,188   $2,859

 

 

(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 in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(2) Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2013 Equity Incentive Plan resulting from the automatic annual 5% increase in the number of authorized shares reserved and available for issuance under the 2013 Equity Incentive Plan on January 1 of each of the first ten years following the Registrant’s initial public offering.
(3) Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 24, 2014.
(4) Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2013 Employee Stock Purchase Plan (the “ESPP”) resulting from the automatic annual 1% increase in the number of authorized shares reserved and available for issuance under the ESPP on January 1 of each of the first ten years following the Registrant’s initial public offering.
(5) Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculation the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on February 24, 2014. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date (i.e., the first business day of the offering period of up to 27 months) or the purchase date (i.e., the last business day of a six-month purchase period), whichever is less.

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Marin Software Incorporated (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register:

 

  (i) 1,647,645 additional shares of common stock under the Registrant’s 2013 Equity Incentive Plan, pursuant to the provisions of the 2013 Equity Incentive Plan providing for an automatic increase in the number of shares reserved and available for issuance under the 2013 Equity Incentive Plan on January 1, 2014; and

 

  (ii) 329,529 additional shares of common stock under the Registrant’s 2013 Employee Stock Purchase Plan, pursuant to the provisions of the Registrant’s 2013 Employee Stock Purchase Plan providing for an automatic increase in the number of shares reserved and available for issuance under the 2013 Employee Stock Purchase Plan on January 1, 2014.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on March 22, 2013 (Registration No. 333-187459). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

Information Required in the Registration Statement

Item 8. Exhibits.

The following exhibits are filed herewith:

 

Exhibit

Number

   

Exhibit Description

    Incorporated by Reference    Filed
Herewith
      Form    File No.    Exhibit    Filing Date   
4.1    Restated Certificate of Incorporation of the Registrant.    10-Q    001-35838    3.1    5/9/2013   
4.2    Restated Bylaws of the Registrant.    10-Q    001-35838    3.2    5/9/2013   
4.3    Form of Common Stock Certificate.    S-1    333-186669    4.1    3/15/2013   
5.1    Opinion of Fenwick & West LLP.                X
23.1    Consent of Independent Registered Public Accounting Firm.                X
23.2    Consent of Fenwick & West LLP (included in Exhibit 5.1).                X
24.1    Power of Attorney (included on the signature page of this Registration Statement).                X
99.1    2013 Equity Incentive Plan and forms of stock option agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement.    S-1    333-186669    10.3    3/4/2013   
99.2    2013 Employee Stock Purchase Plan and form of subscription agreement.    S-1    333-186669    10.4    3/4/2013   

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 this 28th day of February, 2014.

 

MARIN SOFTWARE INCORPORATED
By:  

/s/ Christopher A. Lien

  Christopher A. Lien
  Founder, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christopher A. Lien and John A. Kaelle, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), 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 and necessary to be done in connection therewith, as fully for 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 his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Christopher A. Lien

Christopher Lien

   

Founder, Chief Executive Officer and

Director

(Principal Executive Officer)

   February 28, 2014

/s/ John A. Kaelle

John Kaelle

   

Chief Financial Officer

(Principal Financial Officer)

   February 28, 2014

/s/ Paul R. Auvil III

Paul R. Auvil III

    Director   February 28, 2014

/s/ James Barrese

James Barrese

    Director   February 28, 2014

/s/ L. Gordon Crovitz

L. Gordon Crovitz

    Director   February 28, 2014

/s/ Bruce W. Dunlevie

Bruce W. Dunlevie

    Director   February 28, 2014

/s/ Donald P. Hutchison

Donald P. Hutchison

    Director   February 28, 2014

/s/ Allan Leinwand

Allan Leinwand

    Director   February 28, 2014

EXHIBIT INDEX

 

Exhibit

Number

   

Exhibit Description

    Incorporated by Reference    Filed
Herewith
      Form    File No.    Exhibit    Filing Date   
4.1    Restated Certificate of Incorporation of the Registrant.    10-Q    001-35838    3.1    5/9/2013   
4.2    Restated Bylaws of the Registrant.    10-Q    001-35838    3.2    5/9/2013   
4.3    Form of Common Stock Certificate.    S-1    333-186669    4.1    3/15/2013   
5.1    Opinion of Fenwick & West LLP.                X
23.1    Consent of Independent Registered Public Accounting Firm.                X
23.2    Consent of Fenwick & West LLP (included in Exhibit 5.1).                X
24.1    Power of Attorney (included on the signature page of this Registration Statement).                X
99.1    2013 Equity Incentive Plan and forms of stock option agreement, stock option exercise agreement, restricted stock agreement and restricted stock unit agreement.    S-1    333-186669    10.3    3/4/2013   
99.2    2013 Employee Stock Purchase Plan and form of subscription agreement.    S-1    333-186669    10.4    3/4/2013