Document/ExhibitDescriptionPagesSize 1: S-8 Registration Statement - Securities for an HTML 49K Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 9K
3: EX-23.1 Consent of Expert or Counsel HTML 6K
4: EX-FILING FEES Filing Fees HTML 11K
‘S-8’ — Registration Statement – Securities for an Employee Benefit Plan
(Telephone Number, including area code, of agent for service)
______________________
Copies to:
Michael
Kaplan, Esq. Adam Kaminsky, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York10017 (212) 450-4000
Jennifer G. Newstead, Esq. Katherine R. Kelly, Esq. Michael L. Johnson, Esq. Meta Platforms, Inc. 1601 Willow Road Menlo Park, California94025 (650)
543-4800
______________________
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 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
x
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
Pursuant to General Instruction E of Form S-8, Meta Platforms, Inc. (“Registrant”) is filing this Registration Statement on Form S-8 with the
U.S. Securities and Exchange Commission (the “Commission”) to register 20,000,000 additional shares of the Registrant’s Class A common stock for issuance under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”), pursuant to the provisions of the 2012 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2012 Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on January
28, 2021 (Registration No. 333-252518), January 30, 2020 (Registration No. 333-236161), January 31, 2019 (Registration No. 333-229457),
February 1, 2018 (Registration No. 333-222823), February 1, 2013 (Registration No. 333-186402) and May 21, 2012 (Registration No. 333-181566). 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
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(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 referred to in (a) above; and
All documents 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 deregisters 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 filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement 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 in any subsequently filed document that
also is deemed to be incorporated by reference herein modifies or supersedes such statement.
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 Menlo Park, State of California, on this 3rd day of February 2022.
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint David M. Wehner, Chief Financial Officer, and Katherine R. Kelly, Vice President, Deputy General Counsel and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.
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.
