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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Okta Inc | NASDAQ:OKTA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 98.56 | 98.01 | 100.00 | 0 | 09:07:42 |
As filed with the U.S. Securities and Exchange Commission on May 7, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Okta, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 26-4175727 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
100 First Street, Suite 600
San Francisco, California 94105
(Address of Registrants Principal Executive Offices)
Auth0, Inc. 2014 Equity Incentive Plan
Auth0, Inc. Phantom Unit Plan
(Full title of the plan)
Todd McKinnon
Chief Executive Officer
100 First Street, Suite 600
San Francisco, California 94105
(888) 722-7871
(Name, address and telephone number of agent for service)
Copies to:
Richard A. Kline | Jonathan T. Runyan | |
Sarah Axtell | General Counsel | |
Latham & Watkins LLP | Okta, Inc. | |
140 Scott Drive | 100 First Street, Suite 600 | |
Menlo Park, California 94025 | San Francisco, California 94105 | |
(650) 328-4600 | (888) 722-7871 |
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. (Check one):
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. ☐
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of Securities to be Registered |
Amount to be
Registered (1) (2) |
Proposed Maximum
Price per Share (3) |
Proposed Maximum
Offering Price |
Amount of
Registration Fee |
||||
Class A Common Stock, par value $0.0001 per share:
|
2,596,100 | $91.1749 | $236,699,048.31 | $25,823.87 | ||||
|
||||||||
|
(1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of Class A common stock of Okta, Inc. (the Registrant) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrants Class A common stock. |
(2) |
Pursuant to an Agreement and Plan of Merger by and among the Registrant, Ardbeg Merger Sub, Inc., Auth0, Inc. (Auth0), and Fortis Advisors LLC, as the securityholder representative, dated as of March 3, 2021 (the Merger Agreement), the Registrant, on May 3, 2021, assumed certain outstanding awards granted pursuant to the Auth0, Inc. 2014 Equity Incentive Plan (the 2014 Plan) and Auth0, Inc. Phantom Unit Plan (the Phantom Unit Plan and, together with the 2014 Plan, the Auth0 Plans) which consist of (i) 744,607 shares of Class A common stock subject to restricted stock units converted from outstanding awards under the 2014 Plan, (ii) 1,722,724 shares of Class A common stock subject to options converted from outstanding awards under the 2014 Plan, (iii) 81,243 shares of Class A common stock subject to options converted from outstanding awards under the Phantom Unit Plan and (iv) 47,526 shares of Class A common stock issuable upon the net settlement of certain vested awards under the Phantom Unit Plan. |
(3) |
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act, the price per share is a weighted average price based on (i) the $24.5097 weighted average exercise price of the outstanding options covering 1,803,967 shares of Class A common stock granted under the Auth0 Plans being registered hereby; and (ii) for the remaining shares being registered hereby, $242.995, which is the average of the high and low prices per share as reported on the Nasdaq Global Select Market on May 4, 2021. |
EXPLANATORY NOTE
Pursuant to the Merger Agreement, Ardbeg Merger Sub, Inc. merged with and into Auth0 (the Merger). As a result of the Merger, Auth0 became a wholly owned subsidiary of the Registrant. In accordance with the Merger Agreement, the Registrant assumed the Auth0 Plans and certain outstanding options to purchase Auth0 common stock, restricted stock unit awards settleable into shares of Auth0 common stock, and phantom units (each, an Assumed Security and collectively, the Assumed Securities) under the Auth0 Plans. Each Assumed Security was converted into an option (which in certain instances were automatically net exercised) or restricted stock unit award, as applicable, for shares of the Registrants Class A common stock, subject to adjustment for (i) the number of shares underlying each Assumed Security and (ii) with respect to the options, the exercise price of each such option pursuant to the equity award exchange ratio set forth in the Merger Agreement.
The Registrant is filing this Registration Statement on Form S-8 (the Registration Statement) for the purpose of registering up to 2,596,100 of its shares of Class A common stock issuable upon the exercise or settlement, as applicable, of the Assumed Securities. These additional shares of Class A common stock are securities of the same class as other securities for which registration statements on Form S-8 were filed with the Securities and Exchange Commission (the Commission) on March 4, 2021 (File No. 333-253888), March 6, 2020 (File No. 333-236931), March 14, 2019 (File No. 333-230288), March 12, 2018 (File No. 333-223598) and April 7, 2017 (File No. 333-217188).
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:
|
The Registrants Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the Commission on March 4, 2021 (the Annual Report); |
|
All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) since the end of the fiscal year covered by the Annual Report (other than the portions of these documents not deemed to be filed); and |
|
The description of the Registrants Class A Common Stock contained in the Registrants Registration Statement on Form 8-A (File No. 001-38044) filed with the Commission on March 27, 2017 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description, and the description of the Registrants common stock and preferred stock as set forth in Exhibit 4.8 to the Annual Report. |
All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares registered hereunder have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with Commission rules 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 other subsequently filed document that also is or is deemed to be incorporated by reference herein, modifies or supersedes such earlier 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.
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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 (the DGCL) authorizes a court to award, or a corporations board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. In addition, Section 145 of the DGCL provides that a corporation has the power to purchase and maintain insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity as a director or officer, or arising out of their status as such, where or not the corporation would have the power to indemnify the director or officer against such liability under Section 145 of the DGCL.
The Registrants amended and restated certificate of incorporation contains provisions that limit the liability of its directors, officers, employees, and other agents to the maximum extent permitted by the DGCL, as it now exists or may in the future be amended, and the Registrants amended and restated bylaws provide for indemnification of its directors, officers, employees, and other agents to the maximum extent permitted by the DGCL.
The Registrant has entered into indemnification agreements with its directors and officers, whereby the Registrant has agreed to indemnify its directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee or agent of the Registrant, provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of the Registrant.
The Registrant maintains insurance policies that indemnify its directors and officers against various liabilities arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his or her capacity as such.
See also the Undertakings set forth in the response to Item 9 herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) 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% 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)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in 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 the Registration Statement.
(b) 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans 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 herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. 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
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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.
4
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 San Francisco, State of California, on this 7th day of May, 2021.
OKTA, INC. | ||
By: |
/s/ Todd McKinnon |
|
Todd McKinnon | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd McKinnon, Michael Kourey and Jonathan T. Runyan, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each 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 any of them, or his, her or their 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 dates indicated.
Signature |
Title |
Date |
||
/s/ Todd McKinnon Todd McKinnon |
Chief Executive Officer and Director (Principal Executive Officer) |
May 7, 2021 | ||
/s/ Michael Kourey Michael Kourey |
Chief Financial Officer (Principal Financial Officer) |
May 7, 2021 | ||
/s/ Christopher K. Kramer Christopher K. Kramer |
Chief Accounting Officer (Principal Accounting Officer) |
May 7, 2021 | ||
/s/ J. Frederic Kerrest J. Frederic Kerrest |
Executive Vice Chairperson, Chief Operating Officer and Director | May 7, 2021 | ||
/s/ Shellye Archambeau Shellye Archambeau |
Director | May 7, 2021 | ||
/s/ Robert Dixon Robert Dixon |
Director | May 7, 2021 | ||
/s/ Patrick Grady Patrick Grady |
Director | May 7, 2021 | ||
/s/ Ben Horowitz Ben Horowitz |
Director | May 7, 2021 |
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/s/ Rebecca Saeger Rebecca Saeger |
Director | May 7, 2021 | ||
/s/ Michael Stankey Michael Stankey |
Director | May 7, 2021 | ||
/s/ Michelle Wilson Michelle Wilson |
Director | May 7, 2021 |
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1 Year Okta Chart |
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