Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
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‘S-8’ — Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan Document Table of Contents
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
ý
Accelerated filer
o
Non-accelerated
filer
o
Smaller reporting company
o
Emerging growth company
o
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. ☐
CALCULATION OF REGISTRATION FEE
Title
of each class of securities to be registered
Amount to be registered (1)
Proposed maximum offering price per share (2)
Proposed maximum aggregate offering price (2)
Amount of registration fee (3)
Common Stock, par value $0.0001 per share, of Blucora, Inc. under the Blucora, Inc. 2016 Employee Stock Purchase Plan
350,000
$10.72
$3,752,000.00
$487.01
(1)Pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the “Securities Act”), the number of shares registered hereunder includes such additional number of shares of Blucora, Inc. (the “Registrant”) common stock, par value $0.0001 per share (the “Common Stock”), as are required to prevent dilution resulting from a stock split, stock dividend or similar transaction.
(2)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of the Common Stock as reported on the NASDAQ Global Select Market on May 14, 2020.
(3)Amount of the registration fee was
calculated in accordance with Section 6(b) and Rule 457 under the Securities Act and was determined by multiplying the aggregate offering price by 0.0001298.
EXPLANATORY NOTE
On May 25, 2016, the Registrant filed a Registration Statement on Form S-8 (File No. 333-211625) (the “2016 Form S-8”)
to register 1,000,000 shares of Common Stock issuable pursuant to awards under the Blucora, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”). Pursuant to General Instruction E of Form S-8, the contents of the 2016 Form S-8 are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document that is incorporated by reference herein or therein.
On March 31, 2020, the Registrant’s Board of Directors adopted, subject to stockholder approval, an amendment to the ESPP (the “ESPP Amendment”) to increase the total number
of shares of Common Stock issuable pursuant to awards under the ESPP by 350,000 shares to a total of 1,350,000 shares. On May 21, 2020, at the Registrant’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), a majority of the Registrant’s stockholders present in person or by proxy and entitled to vote at the Annual Meeting voted to approve the ESPP Amendment, and the ESPP Amendment became effective. This Registration Statement is being filed in order to register such additional 350,000 shares of Common Stock issuable pursuant to awards under the ESPP, as amended by the ESPP Amendment.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
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 the City of Irving, State of Texas, on May 21, 2020.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christopher W. Walters and Ann J. Bruder, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution
for him or her in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, or either 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, 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 either of them, or his substitute or substitutes, 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:
