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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CS Disco Inc | NYSE:LAW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.13 | 2.12% | 6.26 | 6.26 | 6.10 | 6.17 | 173,968 | 01:00:00 |
As filed with the Securities and Exchange Commission on February 22, 2024.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CS Disco Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 46-4254444 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
111 Congress Ave.
Suite 900
Austin, Texas 78701
(833) 653-4726
(Address of principal executive offices) (Zip code)
CS Disco, Inc. 2021 Equity Incentive Plan
CS Disco, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Scott Hill
Chief Executive Officer
CS Disco, Inc.
111 Congress Ave.
Suite 900
Austin, Texas 78701
(833) 653-4726
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jodie Bourdet Christina T. Roupas Trey Reilly Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000 |
Michael Lafair Executive Vice President, Chief Financial Officer CS Disco, Inc. 111 Congress Ave. Suite 900 Austin, Texas 78701 (833) 653-4726 |
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 | ☐ | 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 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, CS Disco, Inc. (the Registrant) is filing this Registration Statement with the Securities and Exchange Commission (the Commission) to register (i) 3,050,482 additional shares of its common stock under the 2021 Equity Incentive Plan (the 2021 Plan), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 Plan on January 1, 2024, and (ii) 610,096 additional shares of its common stock under the 2021 Employee Stock Purchase Plan (the 2021 ESPP), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2024. 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 the Form S-8 has been omitted from this Registration Statement.
PART II
ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The contents of the Registrants Registration Statements on Form S-8 (File Nos. 333-258076, 333-263046 and 333-270022), filed with the Commission on July 21, 2021, February 25, 2022 and February 24, 2023, respectively.
(b) The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on February 22, 2024.
(c) The description of the Registrants common stock which is contained in a registration statement on Form 8-A filed on July 16, 2021 (File No. 001-40624) under the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such 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.
ITEM 8. | EXHIBITS |
Incorporated by Reference | ||||||||||||||||||
Exhibit |
Description |
Schedule Form |
File Number | Exhibit | Filing Date | |||||||||||||
4.1 | Amended and Restated Certificate of Incorporation of CS Disco, Inc. | 8-K | 001-40624 | 3.1 | July 23, 2021 | |||||||||||||
4.2 | Amended and Restated Bylaws of CS Disco, Inc. | 10-K | 001-40624 | 3.2 | February 24, 2023 | |||||||||||||
4.3 | Form of Common Stock Certificate of the Registrant. | S-1/A | 333-257435 | 4.1 | July 12, 2021 | |||||||||||||
5.1* | Opinion of Cooley LLP. | |||||||||||||||||
23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |||||||||||||||||
23.2* | Consent of Cooley LLP (included in Exhibit 5.1). | |||||||||||||||||
24.1* | Power of Attorney (included on the signature page of this Form S-8). | |||||||||||||||||
99.1 | 2021 Equity Incentive Plan and forms of agreements thereunder. | S-1/A | 333-257435 | 10.3 | July 12, 2021 | |||||||||||||
99.2 | 2021 Employee Stock Purchase Plan. | S-1/A | 333-257435 | 10.4 | July 12, 2021 | |||||||||||||
99.3 | Forms of Performance-Vesting Restricted Stock Unit Grant Notice and Award Agreement under the 2021 Equity Incentive Plan. | 10-Q | 001-40624 | 10.2 | May 13, 2022 | |||||||||||||
107* | Filing fee table. |
* | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Austin, State of Texas, on this 22nd day of February, 2024.
CS DISCO, INC. | ||
By: | /s/ Scott Hill | |
Name: | Scott Hill | |
Title: | Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Scott Hill and Michael Lafair, 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 of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Scott Hill Scott Hill |
Chief Executive Officer and Director (Principal Executive Officer) |
February 22, 2024 | ||
/s/ Michael Lafair Michael Lafair |
Executive Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) |
February 22, 2024 | ||
/s/ Krishna Srinivasan Krishna Srinivasan |
Chair of the Board of Directors and Director | February 22, 2024 | ||
/s/ Tyson Baber Tyson Baber |
Director | February 22, 2024 | ||
/s/ Susan L. Blount Susan L. Blount |
Director | February 22, 2024 | ||
/s/ Colette Pierce Burnette Colette Pierce Burnette |
Director | February 22, 2024 | ||
/s/ Aaron Clark Aaron Clark |
Director | February 22, 2024 | ||
/s/ Robert P. Goodman Robert P. Goodman |
Director | February 22, 2024 | ||
/s/ James Offerdahl James Offerdahl |
Director | February 22, 2024 |
Exhibit 5.1
Jodie Bourdet
+1 415 693 2054
jbourdet@cooley.com
February 22, 2024
CS Disco, Inc.
111 Congress Ave.
Suite 900
Austin, Texas 78701
Re: | Registration on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to CS Disco, Inc., a Delaware corporation (the Company), in connection with the filing of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the Commission), covering the offering of up to 3,660,578 shares (the Shares) of the Companys common stock, par value $0.005 per share (Common Stock) consisting of (a) 3,050,482 shares of Common Stock issuable pursuant to the Companys 2021 Equity Incentive Plan (the 2021 EIP) and (b) 610,096 shares of Common Stock issuable pursuant to the Companys 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the Plans).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Companys certificate of incorporation and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111
t: (415) 693-2054 f: (415) 693-2222 cooley.com
CS Disco, Inc.
February 22, 2024
Page Two
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
COOLEY LLP | ||
By: | /s/ Jodie Bourdet | |
Jodie Bourdet |
Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, CA 94111
t: (415) 693-2054 f: (415) 693-2222 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Equity Incentive Plan, and 2021 Employee Stock Purchase Plan of CS Disco, Inc. of our report dated February 22, 2024, with respect to the consolidated financial statements of CS Disco, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Austin, Texas
February 22, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
CS Disco, Inc.
Table 1 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 | |||||||||
Fees to be Paid | Equity | Common Stock, par value $0.005 per share, 2021 Equity Incentive Plan | Other(2) | 3,050,482 (4) | $7.32 | $22,314,275.83 | 0.00014760 | $3,293.59 | ||||||||
Equity | Common Stock, par value $0.005 per share, 2021 Employee Stock Purchase Plan | Other(3) | 610,096 (5) | $6.22 | $3,793,424.40 | 0.00014760 | $559.91 | |||||||||
Fees Previously Paid | | | | | | | | | ||||||||
Total Offering Amounts | | $26,107,700.23 | | $3,853.50 | ||||||||||||
Total Fees Previously Paid | | | | | ||||||||||||
Total Fee Offsets | | | | $3,853.50 | ||||||||||||
Net Fee Due | | | | |
(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 the Registrants common stock 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 common stock. |
(2) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrants common stock as reported on the New York Stock Exchange on February 21, 2024. |
(3) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrants common stock as reported on the New York Stock Exchange on February 21, 2024, multiplied by 85.0%, which is the percentage of the price per share applicable to purchases under the Registrants 2021 Employee Stock Purchase Plan (the 2021 ESPP). |
(4) | Represents an automatic annual increase equal to 5.0% of the total number of shares of the Registrants common stock outstanding on December 31 of the preceding year, which annual increase is provided by the Registrants 2021 Equity Incentive Plan (the 2021 Plan). |
(5) | Represents an automatic increase equal to 1.0% of the total number of shares of the Registrants common stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 ESPP. |
Table 2: Fee Offset Claims and Sources
Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Date |
Filing Date |
Fee Offset Claimed |
Security Type Associated with Fee Offset Claimed |
Security Title Associated with Fee Offset Claimed |
Unsold Securities Associated with Fee Offset Claimed |
Unsold Aggregate Offering Amount Associated with Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||||||
Rule 457(p) | ||||||||||||||||||||||
Fee Offset Claims(1) |
CS Disco, Inc. | S-8 | 333-266199 | July 18, 2022 | | $3,853.50(1) | Equity | Common Stock, par value $0.005 per share | 4,366,966 | 139,742,912.00 | | |||||||||||
Fee Offset Sources(1) | CS Disco, Inc. | S-8 | 333-266199 | | July 18, 2022 | | | | | | $3,853.50(1)(2) |
(1) | The Registrant previously filed a registration statement on Form S-8 (No. 333-266199) on July 18, 2022 (the Prior Registration Statement), which registered up to 4,366,966 shares of Common Stock of the Registrant with a proposed maximum aggregate offering price of $139,742,912.00, issuable upon the vesting and exercise of a performance stock option award (the Performance Award). No securities were issued under Prior Registration Statement and the Performance Award was cancelled effective September 10, 2023. Pursuant to Rule 457(p), the Registrant is offsetting $3,853.50 of the fees associated with this Registration Statement from the filing fee previously paid in connection with the Prior Registration Statement. |
(2) | The Registrant expects to offset the registration fee due hereunder by an amount of fees that was previously paid with respect to the Prior Registration Statement pursuant to Rule 457(p) under the Securities Act. The fee previously paid for the Prior Registration Statement was $12,954.17. Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the total registration fee due under this Registration Statement of $3,853.50 from the fees previously paid in connection with the Prior Registration Statement, with $9,100.67 remaining to be applied to future filings. Accordingly, no additional registration fee is being paid in connection with the filing of this Registration Statement. |
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