Form S-8 SERVICESOURCE INTERNATIO

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As filed with the Securities and Exchange Commission on June 23, 2021

Registration No. 333-

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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ServiceSource International, Inc.

(Exact name of registrant as specified in its charter)

707 17th Street, 25th Floor

Denver, CO 80202

(Address, including zip code, of registrant's principal executive office)

2020 Equity Incentive Plan

(Full Title of Plan)

_______________________

Megan Fine

Senior Vice President & General Counsel

ServiceSource International, Inc.

707 17th Street, 25th Floor

Denver, CO 80202

(720) 889-8500

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

______________________________

Copies to:

Kristin L. Lentz, Esq.

Samuel J. Seiberling, Esq.

Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, Colorado 80202

(303) 892-9400

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:

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 Securities Act.   ◻

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CALCULATION OF REGISTRATION FEE

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Part I

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EXPLANATORY NOTE

ServiceSource International, Inc. (the “Registrant”) has previously filed a registration statement on Form S-8, File No. 333-239211 (the “Prior Registration Statement”), relating to the Registrant’s 2020 Equity Incentive Plan (the “Plan”). On May 14, 2021, the Registrant’s stockholders approved an amendment to the Plan, which increased the number of reserved shares under the Plan from 6,200,000 shares to 15,200,000 shares. Accordingly, this registration statement is being filed to register the additional 9,000,000 shares of the Registrant’s common stock, par value $0.0001 per share. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement, including each of the documents filed with the Securities and Exchange Commission (the “Commission”) and incorporated (or deemed to be incorporated) by reference therein, and each of the documents filed as exhibits thereto, are incorporated by reference herein except as otherwise updated or modified by this filing.

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Part II

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INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

ServiceSource International, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission, excluding any disclosures therein that have been furnished and not filed:

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered under this Registration Statement have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission 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 subsequently filed document which 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

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Item 8. Exhibits.

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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 Denver, State of Colorado, on June 23, 2021.

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Gary B. Moore, Chad Lyne, and Megan Fine, and each of them, as his or her true and lawful attorneys-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), 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, proxy and agent 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated below:

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Exhibit 5.1

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June 23, 2021

ServiceSource International, Inc.

707 17^th Street, 25th Floor

Denver, Colorado 80202

Re:ServiceSource International, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to ServiceSource International, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 23, 2021 relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 9,000,000 additional shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), pursuant to the Company’s 2020 Equity Incentive Plan, as amended by that certain Amendment to the Company’s 2020 Equity Incentive Plan dated February 18, 2021  (the “Plan”).

In connection with this letter, we have examined (i) the certificate of incorporation of the Company, as amended to date, (ii) the bylaws of the Company, as amended to date, (iii) the Plan, and (iv) the Registration Statement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, such agreements, certificates of public officials, and certificates of officers or other representatives of the Company, and such other documents, instruments, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

In our examination we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies and the authenticity of the originals of such documents; (v) the truth, accuracy and completeness of the information, representations and warranties contained in the records, instruments, certificates and other documents we have reviewed; and (vi) the absence of any undisclosed modifications to the documents reviewed by us. As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others whom we have further assumed were authorized to make such statements and representations.  We further assume that the Shares will continue to be duly and validly authorized on the dates that the Shares are issued pursuant to the terms of the Plan, that, upon the issuance of any of the Shares, the total number of shares of common stock of the Company issued and outstanding, after giving effect to such issuance of such Shares, will not exceed the total number of shares of common stock that the Company is then authorized to issue under

its certificate of incorporation, and that the Shares will not be deemed to have been issued for consideration less than the par value thereof.

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Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion that the Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan following due authorization of the related award, including payment of any applicable exercise price therefor, will be validly issued, fully paid and non-assessable.

We express no opinion under, or view with respect to, either directly or indirectly, laws other than the law of the State of Delaware and the federal law of the United States.

We hereby consent to the filing of this letter with the Commission as an exhibit to the Registration Statement. In giving this consent, 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 promulgated thereunder. The opinions in this letter are expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

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Sincerely,

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/s/ Davis Graham & Stubbs LLP

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DAVIS GRAHAM & STUBBS LLP 

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Exhibit 23.1

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Consent of Independent Registered Public Accounting Firm

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We consent to the incorporation by reference in the Registration Statement  on Form S-8 pertaining to an amendment of the ServiceSource International, Inc. 2020 Equity Incentive Plan of our reports dated February 24, 2021, with respect to the consolidated financial statements of ServiceSource International, Inc. and the effectiveness of internal control over financial reporting of ServiceSource International, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

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/s/ Ernst & Young LLP

Denver, Colorado
June 23, 2021