As filed with the Securities and Exchange Commission on March 15, 2023
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Model N, Inc.
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | |
| Delaware | | 77-0528806 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(650) 610-4600
(Address of Principal Executive Offices and Zip Code)
Amended and Restated 2021 Equity Incentive Plan
(Full title of the plan)
John Ederer
Chief Financial Officer
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(Name and address of agent for service)
(650) 610-4600
(Telephone number, including area code, of agent for service)
Copies to:
| | | | | | | | |
Amanda Rose, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500 | | Errol H. Hunter, Esq.,
Chief Legal Officer
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(650) 610-4600 |
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
Model N, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 3,500,000 additional shares of common stock available for issuance under the Registrant’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) pursuant to stockholder approval of an amendment to the 2021 Plan obtained on February 16, 2023.
In accordance with General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registrant’s previous Registration Statements on Form S-8 filed with the Commission on March 4, 2021 (Registration No. 333-253893) to the extent not superseded hereby. In accordance with the instructional note of 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 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 filed with the Commission on November 18, 2022 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); b) the Registrant’s Quarterly Report on Form 10-Q for the three months ended December 31, 2022 filed with the SEC on February 7, 2023; b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and
c) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35840) filed with the Commission on March 18, 2013, including any amendments or reports filed for the purpose of updating such description. All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof 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.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Incorporated by Reference | | |
Exhibit Number | Exhibit Description | Form | | File No. | | Exhibit | | Filing Date | | Filed
Herewith |
| 4.1 | | | 10-Q | | 001-35840 | | 3.1 | | 5/10/2013 | | |
| 4.2 | | | 10-Q | | 001-35840 | | 3.1 | | 5/6/2020 | | |
| 4.3 | | | S-1/A | | 333-186668 | | 4.01 | | 3/7/2013 | | |
| 5.1 | | | | | | | | | | | X |
| 23.1 | | | | | | | | | | | X |
| 23.2 | | | | | | | | | | | X |
| 24.1 | | | | | | | | | | | X |
| 99.1 | | | DEF 14A | | 001-35840 | | Appendix A | | 1/6/2023 | | |
| 107.1 | | | | | | | | | | | X |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 San Mateo, State of California, on this 15th day of March 2023.
| | | | | | | | |
| | MODEL N, INC. |
| | | |
| | By: | /s/ John Ederer |
| | | John Ederer |
| | | Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason Blessing and John Ederer, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (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 attorney-in-fact and agent 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 attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| | | | | | | | | | | | | | |
| Name | | Title | | Date |
| | | | | |
| /s/ Jason Blessing | | Chief Executive Officer | | March 15, 2023 |
| Jason Blessing | | (Principal Executive Officer) | | |
| | | | | |
| /s/ John Ederer | | Chief Financial Officer | | March 15, 2023 |
| John Ederer | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| Additional Directors: | | | | |
| | | | | |
| /s/ Tim Adams | | Director | | March 15, 2023 |
| Tim Adams | | | | |
| | | | |
| /s/ Baljit Dail | | Director | | March 15, 2023 |
| Baljit Dail | | | | |
| | | | |
| /s/ Kimberly DeCarlis | | Director | | March 15, 2023 |
| Kimberly DeCarlis | | | | |
| | | | | |
| /s/ Melissa Fisher | | Director | | March 3, 2023 |
| Melissa Fisher | | | | |
| | | | | |
| /s/ Manisha Gulati | | Director | | March 15, 2023 |
| Manisha Gulati | | | | |
| | | | |
| /s/ Alan Henricks | | Director | | March 15, 2023 |
| Alan Henricks | | | | |
| | | | | |
| /s/ Scott Reese | | Director | | March 15, 2023 |
| Scott Reese | | | | |
| | | | |
| /s/ Dave Yarnold | | Director | | March 15, 2023 |
| Dave Yarnold | | | | |
