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Yodlee Inc – ‘S-8’ on 3/4/15

On:  Wednesday, 3/4/15, at 5:28pm ET   ·   Effective:  3/4/15   ·   Accession #:  1171843-15-1266   ·   File #:  333-202495

Previous ‘S-8’:  ‘S-8’ on 10/3/14   ·   Latest ‘S-8’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/04/15  Yodlee Inc                        S-8         3/04/15    3:155K                                   Globenewswire Inc./FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     79K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                HTML      8K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      5K 


S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan


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As filed with the Securities and Exchange Commission on March 4, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Yodlee, Inc.
(Exact name of Registrant as specified in its charter)

Delaware
 
33-0843318
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
3600 Bridge Parkway, Suite 200
Redwood City, California 94065
 
(Address of principal executive offices, including zip code)

 2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
 
(Full title of the plan)

 Anil Arora
President and Chief Executive Officer
3600 Bridge Parkway, Suite 200
(650) 980-3600
 
(Name, address and telephone number, including area code, of agent for service)
 

 Copies to:
Chris F. Fennell, Esq.
Allison B. Spinner, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
(650) 493-9300
Chad A. Wiechers, Esq.
Vice President and General Counsel
Yodlee, Inc.
3600 Bridge Parkway, Suite 200
(650) 980-3600

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

 
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 issuance pursuant to the 2014 Equity Incentive Plan
1,463,193 (2)
$ 12.85(4)
$ 18,802,030.05
$ 2,184.80
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan
292,638 (3)
$ 10.92(5)
$ 3,195,606.96
$ 371.33
TOTAL:
   
$21,997,637.01
$ 2,556.13
 
 
 

 
 
 
(1)
Pursuant to Rule 416(a) of 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 2014 Equity Incentive Plan (the “2014 Plan”) and the 2014 Employee Stock Purchase Plan (the “2014 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)
Represents an automatic annual increase on January 1, 2015 to the number of shares of the Registrant’s common stock reserved for issuance under the 2014 Plan, which annual increase is provided for in the 2014 Plan.
(3)
Represents an automatic annual increase on January 1, 2015 to the number of shares of the Registrant’s common stock reserved for issuance under the 2014 ESPP, which annual increase is provided for in the 2014 ESPP.
(4)
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of $12.85 per share, which represents the average of the high and low sale prices of the Registrant’s common stock as reported on the NASDAQ Global Select Market on February 27, 2015.
(5)
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of 85% of $12.85 per share, which represents the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Select Market on February 27, 2015. Pursuant to the 2014 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the exercise date.
 

 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
EXPLANATORY NOTE
 
This Registration Statement on Form S-8 registers additional shares of common stock of Yodlee, Inc. (the “Registrant”) under the 2014 Equity Incentive Plan (the “2014 Plan”) and the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). The number of shares of the Registrant’s common stock available for grant and issuance under the 2014 Plan is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015, by an amount equal to the lesser of (i) five percent (5%) of the number of shares of the Registrant’s common stock issued and outstanding on the last day of such fiscal year immediately prior to the date of increase, (ii) 5,000,000 shares or (iii) such smaller amount as the Registrant’s board of directors, in its discretion, determines (the “2014 Plan Evergreen Provision”). The number of shares of the Registrant’s common stock available for issuance under the 2014 ESPP is subject to an annual increase on the first day of each fiscal year starting on January 1, 2015, by an amount equal to the lesser of (i) one percent (1%) of the number of shares of the Registrant’s common stock issued and outstanding on the last day of such fiscal year immediately prior to the date of increase, (ii) 800,000 shares or (iii) such smaller amount as the Registrant’s board of directors, in its discretion, determines (the ESPP Evergreen Provision,” and along with the 2014 Plan Evergreen Provision, the “Evergreen Provisions”). On January 1, 2015, the number of shares of the Registrant’s common stock available for grant and issuance under the 2014 Plan and available for issuance under the 2014 ESPP increased by 1,463,193 and 292,638 shares, respectively. This Registration Statement registers such additional shares of the Registrant’s common stock, which were available for grant and issuance under the 2014 Plan and available for issuance under the 2014 ESPP pursuant to the Evergreen Provisions as of January 1, 2015.
 
PART I
 
INFORMATION REQUIRED IN THE PROSPECTUS
 
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
 
PART II
 
INFORMATION REQUIRED IN 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 Securities and Exchange Commission (the “Commission”):
 
(1)  The Registrant’s Annual Report on Form 10-K (File No. 001-36639) for the fiscal year ended December 31, 2014, filed with the Commission on March 4, 2015 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(2)       The Registrant’s Current Report on Form 8-K filed with the Commission on February 9, 2015 and February 11, 2015, except, in each case, to the extent that information therein is furnished and not filed with the Commission; and
(3)   The description of the Registrant’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-36639) filed with the Commission on September 24, 2014, pursuant to Section 12(b) of 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 indicates 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; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed 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 herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
 
 
 

 
Item 4.  Description of Securities.
 
Not applicable.
 
Item 5.  Interests of Named Experts and Counsel.
 
Not applicable.
 
Item 6.  Indemnification of Directors and Officers.
 
Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.
 
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers.

In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and amended and restated bylaws of the Registrant provide that:
 
·
The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.
 
·
The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
 
·
The Registrant is required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such director or officer shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.
 
·
The Registrant is not obligated pursuant to its amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors.
 
·
The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons.
 
·
The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees, and agents.
 
The Registrant has entered into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.
 
 
 

 
These indemnification provisions and the indemnification agreements entered into between the Registrant and its directors and officers may be sufficiently broad to permit the indemnification of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.
 
Item 7.  Exemption from Registration Claimed.
 
Not applicable.
 
Item 8.  Exhibits.
 
See Exhibit Index immediately following the Signature Pages.
 
Item 9. Undertakings.
 
A.
The undersigned Registrant hereby undertakes:
 
 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
 
 
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
 
 
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
 
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
 
Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
 
 
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
 
 
 
 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, 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 Redwood City, State of California, on the 4th day of March 2015.
 
  YODLEE, INC.  
         
 
By:
   
     
Name: Anil Arora,
 
     
Title: President and Chief Executive Officer
 
 
POWER OF ATTORNEY
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anil Arora and Michael Armsby, and each of them, as his true and lawful attorney in fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (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 attorney in fact, proxy 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 might or could do in person, hereby ratifying and confirming all that said attorney in fact, proxy and agent, or his substitute, 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.
 
 
Signature
 
Title
 
Date
         
 
Director, President and Chief Executive Officer
 
 
(Principal Executive Officer)
   
         
 
Chief Financial Officer (Principal Accounting
 
 
and Financial Officer)
   
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       
         
 
Director
 
       
 
 
 

 
INDEX TO EXHIBITS

       
Exhibit
Number
 
Description
 
Form
 
File No.
 
Exhibit
 
 
Filing Date
                     
4.1
 
Specimen common stock certificate of the Registrant
 
S-1/A
   
4.1
 
9/22/2014
                     
10.9
 
2014 Equity Incentive Plan
 
S-1/A
   
10.9
 
9/22/2014
                     
10.10
 
Form of stock option agreement under 2014 Equity Incentive Plan
 
S-1/A
   
10.10
 
9/22/2014
                     
10.11
 
Form of restricted stock unit award agreement under 2014 Equity Incentive Plan
 
S-1/A
   
10.11
 
9/22/2014
                     
10.12
 
Form of restricted stock award agreement under 2014 Equity Incentive Plan
 
S-1/A
   
10.12
 
9/22/2014
                     
10.13
 
2014 Employee Stock Purchase Plan
 
S-1/A
   
10.13
 
9/22/2014
                     
5.1
 
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
               
                     
23.1
 
Consent of Independent Registered Public Accounting Firm
               
                     
23.2
 
Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
               
                     
24.1
 
Power of Attorney (contained on signature page hereto)
               
 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:3/4/154
2/27/15
2/11/158-K,  SC 13G
2/9/158-K
1/1/15
12/31/14
9/24/148-A12B
 List all Filings 
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