As filed with the Securities and Exchange Commission on March 17, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
THE SECURITIES ACT OF 1933
(Exact name of Registrant as specified in its charter)
|(State or other jurisdiction of incorporation or
|(I.R.S. Employer Identification No.)|
61 Ninth Avenue
New York NY 10011
(Address of principal executive offices, including zip code)
2016 Equity Incentive Plan
2017 Employee Stock Purchase Plan
(Full title of the plan)
Chief Executive Officer
61 Ninth Avenue
New York, NY 10011
(Name, address and telephone number, including area code, of agent for service)
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||x|
|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. ¨
On February 1, 2023, pursuant to the Automatic Share Reserve Increase provision of Section 3(b) of the Yext, Inc. (the “Registrant”) 2016 Equity Incentive Plan (the “2016 Plan”), the number of shares of Common Stock available for issuance thereunder was automatically increased according to the terms of the 2016 Plan. This Registration Statement on Form S-8 (the “Registration Statement”) registers those additional shares of Common Stock of the Registrant to be issued pursuant to the 2016 Plan. On February 1, 2023, pursuant to Section 13(a) of the Registrant’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”), the number of shares of Common Stock available for issuance thereunder was automatically increased according to the terms of the 2017 ESPP. This Registration Statement registers those additional shares of Common Stock of the Registrant to be issued pursuant to the 2017 ESPP. Accordingly, the contents of the previous Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on April 13, 2017 (File No. 333-217280) (the “Prior Registration Statement”) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
In addition to the Prior Registration Statement, the following documents filed with the SEC are hereby incorporated by reference into this Registration Statement:
|1)||the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023 filed with the SEC on March 17, 2023 (the “Annual Report”);|
|2)||The Registrant’s Current Report on Form 8-K filed with the Commission on March 9, 2023;|
|3)||all other reports filed with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and|
|4)||the description of the Registrant’s Common Stock which is contained in the Registration Statement on Form 8-A (File No. 001-38056), filed April 7, 2017, under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.|
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
|4.1(1)||Form of Common Stock Certificate|
|4.2(2)||2016 Equity Incentive Plan|
|4.3(3)||2017 Employee Stock Purchase Plan|
|5.1||Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation|
|23.1||Consent of Ernst & Young LLP, independent registered public accounting firm|
|23.2||Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)|
|24.1||Power of Attorney (contained on signature page hereto)|
|107||Filing fee table|
(1) Incorporated by reference to Exhibit 4.1 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-216642), filed with the Commission on March 28, 2017.
(2) Incorporated by reference to Exhibit 10.2 filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-216642), filed with the Commission on March 13, 2017.
(3) Incorporated by reference to Exhibit 10.6 filed with the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-216642), filed with the Commission on March 17, 2017.
Pursuant to the requirements of the Securities Act, as amended, 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 New York, State of New York, on the 17th day of March, 2023.
|By:||/s/ Michael Walrath|
|Chief Executive Officer|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Walrath, Darryl Bond and Ho Shin, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Yext, Inc., and any or all amendments thereto (including post-effective amendments), 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 and about the premises, as fully 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 their, 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, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated:
|/s/ Michael Walrath||Chief Executive Officer||March 17, 2023|
|Michael Walrath||(Principal Executive Officer) and Director|
|/s/ Darryl Bond||Chief Financial Officer||March 17, 2023|
|Darryl Bond||(Principal Financial Officer)|
|/s/ Shane Battier||Director||March 17, 2023|
|/s/ Brian Distelburger||Director||March 17, 2022|
|/s/ Jesse Lipson||Director||March 17, 2023|
|/s/ Julie Richardson||Director||March 17, 2023|
|/s/ Andrew Sheehan||Director||March 17, 2023|
|/s/ Evan Skorpen||Director||March 17, 2023|
|/s/ Hillary Smith||Director||March 17, 2023|
|/s/ Seth Waugh||Director||March 17, 2023|
|/s/ Tamar Yehoshua||Director||March 17, 2023|