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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 |
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
As filed with the Securities and Exchange Commission on March 4, 2015
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Registration No. 333-
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Delaware
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33-0843318
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Chris F. Fennell, Esq.
Allison B. Spinner, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
(650) 493-9300
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Chad A. Wiechers, Esq.
Vice President and General Counsel
Yodlee, Inc.
3600 Bridge Parkway, Suite 200
(650) 980-3600
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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).
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Large accelerated filer o | Accelerated filer o | |||
Non-accelerated filer x | (Do not check if a smaller reporting company) |
Smaller reporting company o
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered
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Amount
to be Registered (1)
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Proposed
Maximum Offering
Price Per Share
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Proposed
Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2014 Equity Incentive Plan
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1,463,193 (2)
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$ 12.85(4)
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$ 18,802,030.05
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$ 2,184.80
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Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2014 Employee Stock Purchase Plan
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292,638 (3)
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$ 10.92(5)
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$ 3,195,606.96
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$ 371.33
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TOTAL:
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$21,997,637.01
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$ 2,556.13
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(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.
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(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.
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(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.
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(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.
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(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.
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·
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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.
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·
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The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law.
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·
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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.
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·
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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.
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·
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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.
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·
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The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees, and agents.
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(ii)
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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
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(2)
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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.
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B.
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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.
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C.
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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.
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YODLEE, INC. | ||||
By:
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/s/ ANIL ARORA
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Name: Anil Arora,
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Title: President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ ANIL ARORA
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Director, President and Chief Executive Officer
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(Principal Executive Officer)
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/s/ MICHAEL ARMSBY
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Chief Financial Officer (Principal Accounting
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and Financial Officer)
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/s/ GAYLE CROWELL
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Director
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Director
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Director
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Director
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/s/ MARK JUNG
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Director
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Exhibit
Number
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Description
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Form
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File No.
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Exhibit
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Filing Date
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4.1
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Specimen common stock certificate of the Registrant
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S-1/A
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4.1
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9/22/2014
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10.9
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2014 Equity Incentive Plan
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S-1/A
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10.9
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9/22/2014
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10.10
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Form of stock option agreement under 2014 Equity Incentive Plan
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S-1/A
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10.10
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9/22/2014
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10.11
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Form of restricted stock unit award agreement under 2014 Equity Incentive Plan
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S-1/A
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10.11
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9/22/2014
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10.12
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Form of restricted stock award agreement under 2014 Equity Incentive Plan
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S-1/A
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10.12
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9/22/2014
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10.13
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2014 Employee Stock Purchase Plan
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S-1/A
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10.13
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9/22/2014
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5.1
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
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23.1
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Consent of Independent Registered Public Accounting Firm
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23.2
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
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24.1
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Power of Attorney (contained on signature page hereto)
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This ‘S-8’ Filing | Date | Other Filings | ||
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Filed on / Effective on: | 3/4/15 | 4 | ||
2/27/15 | ||||
2/11/15 | 8-K, SC 13G | |||
2/9/15 | 8-K | |||
1/1/15 | ||||
12/31/14 | ||||
9/24/14 | 8-A12B | |||
List all Filings |