Form S-8 - Securities to be offered to employees in employee benefit plans

As filed with the Securities and Exchange Commission on February 6, 2024

Registration No. 333-

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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Alteryx, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		90-0673106
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

(Address of Principal Executive Offices) (Zip Code)

 

Amended and Restated 2017 Equity Incentive Plan

2017 Employee Stock Purchase Plan

(Full title of the plans)

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Kevin Rubin

Interim Chief Executive Officer & Chief Financial Officer

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

 [phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Please send copies of all communications to:

Gordon K. Davidson, Esq.		Christopher M. Lal, Esq.
Michael A Brown, Esq.		Chief Legal Officer
Ran D. Ben-Tzur, Esq.		and Corporate Secretary
Fenwick & West LLP		Alteryx, Inc.
555 California Street, 12th Floor		17200 Laguna Canyon Road
San Francisco, California 94104		Irvine, California 92618
[phone]		[phone]

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☒		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, Alteryx, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 3,613,193 additional shares of Class A common stock under the Registrant’s Amended and Restated 2017 Equity Incentive Plan and 722,638 additional shares of Class A common stock under the Registrant’s 2017 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic annual increase in the number of shares reserved for issuance under such plans.  This Registration Statement hereby incorporates by reference the contents of the Registrant’s previous registration statements on Form S-8 filed with the Commission on March 24, 2017 (Registration No. 333-216931), March 7, 2018 (Registration No. 333-223511), March 1, 2019 (Registration No. 333-230024), February 14, 2020 (Registration No. 333-236473),  February 12, 2021 (Registration No. 333-253080), February 15, 2022 (Registration No. 333-262759), August 3, 2022 (Registration No. 333-266489) and February 10, 2023 (Registration No. 333-269688).  In accordance with the instructional note of 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.

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PART II

 

Information Required in the Registration Statement

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 6, 2024;

	(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
	(c)	the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-38034) filed with the Commission on March 16, 2017 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

 

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. 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, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

Item 8.

Exhibits.

 

The following exhibits are filed herewith or incorporated by reference:

Exhibit Number

Exhibit Description

Incorporated by Reference

Filed Herewith

Form

File No.

Exhibit

Filing Date

4.1

Restated Certificate of Incorporation of the Registrant.

10-Q

001-38034

3.1

5/11/2017

4.2

Amended and Restated Bylaws of the Registrant.

8-K

001-38034

3.1

2/6/2023

4.3

Form of Class A Common Stock Certificate of the Registrant.

S-1/A

333-216237

4.1

3/13/2017

5.1

Opinion of Fenwick & West LLP.

X

23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm.

X

23.3

Consent of Fenwick & West LLP (included in Exhibit 5.1).

X

24.1

Power of Attorney (included on the signature page of this Registration Statement).

X

99.1

Amended and Restated 2017 Equity Incentive Plan.

8-K

001-38034

10.1

5/27/2022

99.2

Amended and Restated 2017 Equity Incentive Plan forms of award agreements.

S-1

333-216237

10.3

2/24/2017

99.3

2017 Employee Stock Purchase Plan and form of subscription agreement.

S-1

333-216237

10.4

2/24/2017

107.1

Filing Fee Table.

X

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SIGNATURES

 

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 Irvine, State of California, on this 6th day of February, 2024.

	ALTERYX, INC.
	By:		/s/ Kevin Rubin
			Kevin Rubin
			Interim Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Rubin as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), 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 for 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 his or her substitutes, 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 has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Kevin Rubin		Interim Chief Executive Officer (Principal Executive Officer)		February 6, 2024
Kevin Rubin
/s/ Kevin Rubin		Chief Financial Officer (Principal Financial Officer)		February 6, 2024
Kevin Rubin
/s/ Chris Natali		Chief Accounting Officer (Principal Accounting Officer)		February 6, 2024
Chris Natali
/s/ Dean A. Stoecker		Executive Chairman and Chairman of the Board		February 6, 2024
Dean A. Stoecker
/s/ Charles R. Cory		Director		February 6, 2024
Charles R. Cory
/s/ Jeffrey L. Horing		Director		February 6, 2024
Jeffrey L. Horing

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Signature		Title		Date
/s/ Anjali Joshi		Director		February 6, 2024
Anjali Joshi
/s/ Timothy I. Maudlin		Director		February 6, 2024
Timothy I. Maudlin
/s/ CeCelia Morken		Director		February 6, 2024
CeCelia Morken
/s/ Eileen M. Schloss		Director		February 6, 2024
Eileen M. Schloss
/s/ Dan Warmenhoven		Director		February 6, 2024
Dan Warmenhoven

 

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Exhibit 5.1

February 6, 2024

 

Alteryx, Inc.

17200 Laguna Canyon Road

Irvine, California 92618

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

As counsel to Alteryx, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about February 6, 2024 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 4,335,831 shares (the “Shares”) of the Company’s Class A Common Stock, $0.0001 par value per share (the “Class A Common Stock”), subject to issuance by the Company (a) upon the exercise or settlement of awards granted or to be granted under the Company’s Amended and Restated 2017 Equity Incentive Plan, as amended to date (the “2017 Plan”) and (b) pursuant to purchase rights to acquire shares of Class A Common Stock granted or to be granted under the Company’s 2017 Employee Stock Purchase Plan, as amended to date (the “Purchase Plan”). The 2017 Plan and the Purchase Plan are each individually referred to herein as a “Plan” and collectively as the “Plans”.

 

As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the “Opinion Certificate”). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.

 

In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes, to physical copies submitted for our examination.

 

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The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.

 

Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and the applicable form of award agreement thereunder, against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, will be validly issued, fully paid and non-assessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectuses constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

This opinion is intended solely for your use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

 

	Very truly yours,
	/s/ Fenwick & West LLP
	FENWICK & WEST LLP

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Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 6, 2024, relating to the financial statements of Alteryx, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023.

 

/s/ Deloitte & Touche LLP

 

Los Angeles, California

February 6, 2024

 

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Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Alteryx, Inc.

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Class A common stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)	3,613,193 (2)	$47.40 (3)	$171,265,349 (3)	0.00014760	$25,279
Equity	Class A common stock, $0.0001 par value per share	Rule 457(c) and Rule 457(h)	722,638 (4)	$40.29 (5)	$29,115,086 (5)	0.00014760	$4,298
Total Offering Amounts					$200,380,435		$29,577
Total Fees Previously Paid							-
Total Fee Offsets(6)							-
Net Fee Due							$29,577

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the Alteryx, Inc.’s (the “Registrant”) Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.

(2)

Represents additional shares of Registrant’s Class A common stock reserved for issuance under the Amended and Restated 2017 Equity Incentive Plan (“2017 Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the 2017 Plan.

(3)

Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange (“NYSE”) on January 30, 2024.

(4)

Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the 2017 Employee Stock Purchase Plan (“Purchase Plan”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the Purchase Plan.

(5)

Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on NYSE on January 30, 2024. Under the Purchase Plan, the purchase price of a share of Class A common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock on the offering date or the purchase date, whichever is less.

(6)

The Registrant does not have any fee offsets.

 

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