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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Ouster Inc | NYSE:OUST | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
2.00 | 19.32% | 12.35 | 14.17 | 11.97 | 11.97 | 4,756,718 | 00:59:47 |
As filed with the Securities and Exchange Commission on March 28, 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
OUSTER, INC.
(Exact name of registrant as specified in its charter)
Delaware | 86-2528989 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
350 Treat Avenue
San Francisco, CA 94110 (415) 949-0188
(Address, including zip code and telephone number, including area code, of Registrants principal executive offices)
Ouster, Inc. 2021 Incentive Award Plan
Velodyne Lidar, Inc. 2020 Equity Incentive Plan
(Full title of the plan)
Megan Chung
General Counsel and Corporate Secretary
350 Treat Avenue
San Francisco, CA 94110 (415) 949-0188
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Drew Capurro
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
(650) 328-4600
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 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the Commission) for the purpose of registering (i) an additional 2,520,253 shares of Ouster, Inc. (the Company) common stock, par value $0.0001 per share (the Common Stock) issuable under the Companys 2021 Incentive Award Plan (the 2021 Plan) for which registration statements of the Company on Form S-8 (File Nos. 333-257859, 333-266140 and 333-270847) are effective and (ii) an additional 1,320,404 shares of the Companys Common Stock issuable under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Plan and together with the 2021 Plan, the Plans) for which a registration statement of the Company on Form S-8 (File No. 333-269748) is effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements on Form S-8, File Nos. 333-257859, 333-266140, 333-270847 and 333-269748, previously filed with respect to the 2021 Plan and the 2020 Plan, respectively, are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
a) | the Companys Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 28, 2024; |
b) | the description of the Companys shares of Common Stock contained in the Companys Registration Statement on Form 8-A12B, filed with the Commission on August 19, 2020, as updated in the exhibit titled Description of Our Securities filed as Exhibit 4.3 to the Companys Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Commission on March 24, 2023, as well as any additional amendments or reports filed for the purpose of updating such description. |
All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement 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 hereof from the date of filing of such documents or reports.
For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any 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. |
Exhibit Number |
Exhibit Description |
Form | File Number |
Filing Date |
Incorporated by Reference Exhibit |
Filed Herewith |
||||||||||||||||
4.1 | Certificate of Incorporation of Ouster, Inc. | S-4 POS | 333-251611 | 3-10-2021 | 3.1 | |||||||||||||||||
4.2 | Certificate of Amendment to Certificate of Incorporation of Ouster, Inc. | 8-K | 001-39463 | 4-20-2023 | 3.1 | |||||||||||||||||
4.3 | Amended and Restated Bylaws of Ouster, Inc. | 8-K | 001-39463 | 11-08-2023 | 3.1 | |||||||||||||||||
5.1 | Opinion of Latham & Watkins LLP. | * | ||||||||||||||||||||
23.1 | Consent of PricewaterhouseCoopers LLP. | * | ||||||||||||||||||||
23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | * | ||||||||||||||||||||
24.1 | Power of Attorney (included on the signature page of the Registration Statement). | * | ||||||||||||||||||||
99.1 | Ouster, Inc. 2021 Incentive Award Plan. | 8-K | 001-39463 | 03-15-2021 | 10.3 | |||||||||||||||||
99.2 | Velodyne Lidar, Inc. 2020 Equity Incentive Plan. | 8-K | 001-38703 | 10-05-2020 | 10.2 | |||||||||||||||||
107.1 | Filing Fee Table. |
|
* |
* | Filed herewith. |
SIGNATURES
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 San Francisco, State of California, on this 28th day of March, 2024.
OUSTER, INC. | ||
By | /s/ Mark Weinswig | |
Mark Weinswig | ||
Chief Financial Officer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Ouster, Inc., hereby severally constitute and appoint Angus Pacala, Mark Weinswig and Megan Chung, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the 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 or necessary to be done in and about the premises, as full 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 their or his or her substitute or 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 in the capacities held on the dates indicated.
Signature | Title | Date | ||
/s/ Angus Pacala |
Director, Co-Founder and Chief Executive Officer (Principal Executive Officer) | March 28, 2024 | ||
Angus Pacala | ||||
/s/ Mark Weinswig |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 28, 2024 | ||
Mark Weinswig | ||||
/s/ Theodore L. Tewksbury, Ph.D. |
Executive Chairman of the Board of Directors | March 28, 2024 | ||
Theodore L. Tewksbury, Ph.D. | ||||
/s/ Susan Heystee |
Directors | March 28, 2024 | ||
Susan Heystee | ||||
/s/ Virginia Boulet |
Director | March 28, 2024 | ||
Virginia Boulet | ||||
/s/ Ernest Maddock |
Director | March 28, 2024 | ||
Ernest Maddock | ||||
/s/ Karin Rådström |
Director | March 28, 2024 | ||
Karin Rådström | ||||
/s/ Kristin Slanina |
Director | March 28, 2024 | ||
Kristin Slanina | ||||
/s/ Riaz Valani |
Director | March 28, 2024 | ||
Riaz Valani |
Exhibit 5.1 | 650 Town Center Drive, 20th Floor | |||
Costa Mesa, California 92626-1925 | ||||
Tel: +1.714.540.1235 Fax: +1.714.755.8290 | ||||
www.lw.com | ||||
FIRM / AFFILIATE OFFICES | ||||
Austin | Milan | |||
Beijing | Munich | |||
Boston | New York | |||
Brussels | Orange County | |||
Century City | Paris | |||
Chicago | Riyadh | |||
March 28, 2024 | Dubai | San Diego | ||
Düsseldorf | San Francisco | |||
Frankfurt | Seoul | |||
Hamburg | Silicon Valley | |||
Hong Kong | Singapore | |||
Houston | Tel Aviv | |||
London | Tokyo | |||
Ouster, Inc. | Los Angeles | Washington, D.C. | ||
350 Treat Avenue | Madrid |
San Francisco, California 94110
Re: Registration Statement on Form S-8; 3,840,657 shares of Ouster, Inc. Common Stock, par value $0.0001 per share
To the addressee set forth above:
We have acted as special counsel to Ouster, Inc., a Delaware corporation (the Company), in connection with the registration by the Company of an aggregate of 3,840,657 shares of its common stock, $0.0001 par value per share (the Shares), which includes (i) 2,520,253 shares issuable under the Companys 2021 Incentive Award Plan (the 2021 Plan) and (ii) 1,320,404 shares issuable under the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Plan and, together with the 2021 Plan, the Plans). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on March 28, 2024 (the Registration Statement).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the DGCL), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, and assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares as provided in the DGCL.
March 28, 2024
Page 2
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing 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 Act or the rules and regulations of the Commission thereunder.
Sincerely, |
/s/ Latham & Watkins LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Ouster, Inc. of our report dated March 28, 2024 relating to the financial statements, which appears in Ouster, Inc.s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
San Jose, CA
March 28, 2024
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Ouster, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration | |||||||
Equity | Common stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h) | 3,840,657 (2) | $5.03 (3) | $19,318,504.71 | $147.60 per $1,000,000 | $2,851.42 | |||||||
Total Offering Amounts | $19,318,504.71 | $2,851.42 | ||||||||||||
Total Fee Offsets (4) | $0 | |||||||||||||
Net Fee Due | $2,851.42 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Ouster, Inc. 2021 Incentive Award Plan (the 2021 Plan) and the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the 2020 Plan) to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Consists of (a) 2,520,253 shares of the Companys common stock (Common Stock) that became issuable under the 2021 Plan pursuant to its terms and (b) 1,320,404 shares of the Companys Common Stock that became issuable under the 2020 Plan pursuant to its terms. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Companys Common Stock as reported on the New York Stock Exchange on March 22, 2024. |
(4) | The Company does not have any fee offsets. |
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