Form S-8 Hortonworks, Inc.
As filed with the U.S. Securities and Exchange Commission on January 18, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Hortonworks, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 37-1634325 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
5470 Great America Parkway
Santa Clara, California 95054
(Address of Registrant’s Principal Executive Offices)
Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan
Hortonworks, Inc. 2014 Employee Stock Purchase Plan, as amended and restated on August 24, 2015
(Full title of the plan)
Robert Bearden
Chief Executive Officer
Hortonworks, Inc.
5470 Great America Parkway
Santa Clara, California 95054
408.916.4121
(Name, address and telephone number of agent for service)
Copies to:
| Brandon C. Parris, Esq. Morrison & Foerster LLP 425 Market St. San Francisco, California 94105 415.268.7000 |
David M. Howard, Esq. General Counsel and Secretary Hortonworks, Inc. 5470 Great America Parkway Santa Clara, California 95054 650.388.9775 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ (Do not check if a smaller reporting company) | 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
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| Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration Fee | ||||
| Common stock, $0.0001 par value per share, reserved for issuance pursuant to the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan |
3,637,815 (2) | $20.12 (4) | $73,192,837.80 | $9,112.51 | ||||
| Common stock, $0.0001 par value per share, reserved for issuance pursuant to the Hortonworks, Inc. 2014 Employee Stock Purchase Plan, as amended and restated on August 24, 2015 |
727,563 (3) | $17.11 (5) | $12,448,602.93 | $1,549.85 | ||||
| Total |
4,365,378 | $85,641,440.73 | $10,662.36 | |||||
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of common stock. |
| (2) | The Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan (the “2014 Plan”) provides for an annual increase in the number of shares reserved and available for issuance under the 2014 Plan as follows: the number of shares available for issuance under the 2014 Plan will be increased each January 1, beginning on January 1, 2015, by (i) 5% of the number of shares of the Registrant’s common stock issued and outstanding on the immediately preceding December 31; or (ii) such lesser number of shares of common stock determined by the Administrator (as defined in the 2014 Plan). 3,637,815 shares of common stock registered hereunder were authorized as of January 1, 2018 pursuant to the annual increase provisions described above. |
| (3) | The Hortonworks, Inc. 2014 Employee Stock Purchase Plan, as amended and restated on August 24, 2015 (the “2014 ESPP”), provides for an annual increase in the number of shares reserved and available for issuance under the 2014 ESPP as follows: the number of shares available for issuance under the 2014 ESPP will be increased each January 1, beginning January 1, 2015 and each January 1 thereafter, by the lesser of (i) 1,000,000 shares of Stock; (ii) 1 percent (1%) of the number of shares of the Registrant’s common stock issued and outstanding on the immediately preceding December 31; or (iii) such lesser number of shares of common stock determined by the Administrator (as defined in the 2014 ESPP). The 727,563 shares of common stock registered hereunder were authorized as of January 1, 2018 pursuant to the annual increase provisions described above. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act on the basis of $20.12 per share, which represents the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Select Market on January 10, 2018. |
| (5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, and based on 85% of $20.12 per share, which represents the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Select Market on January 10, 2018. Pursuant to the 2014 ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the Registrant’s common stock on the first trading day of the offering period or on the exercise date. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed by Hortonworks, Inc. (the “Registrant”) to register 3,637,815 additional shares of common stock of the Registrant, $0.0001 par value per share (the “Common Stock”), reserved for issuance under the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan, as amended from time to time, and 727,563 additional shares of Common Stock reserved for issuance under the Hortonworks, Inc. 2014 Employee Stock Purchase Plan, as amended and restated on August 24, 2015 and as amended from time to time. Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 of the Registrant filed with the Securities and Exchange Commission (the “Commission”) on December 12, 2014 (File No. 333-200877), May 14, 2015 (File No. 333-204174), May 27, 2016 (File No. 333-211699) and June 8, 2017 (File No. 333-211699) are hereby incorporated in this Registration Statement by reference to the extent not replaced hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:
| (a) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Commission on March 15, 2017; |
| (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 Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-36780) filed with the Commission on December 9, 2014 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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 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.
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.
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EXHIBIT INDEX
| (1) | Filed as Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200044), filed previously with the Commission on December 1, 2014 and incorporated by reference herein. |
| (2) | Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36780), filed previously with the Commission on August 9, 2016 and incorporated by reference herein. |
| (3) | Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36780), filed previously with the Commission on November 12, 2015 and incorporated by reference herein. |
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 Santa Clara, State of California, on January 18, 2018.
| HORTONWORKS, INC. | ||
| By: | /s/ Robert Bearden | |
| Robert Bearden | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert Bearden and Scott Davidson, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of Hortonworks, Inc., and any or all amendments (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 and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, 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 their or his 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Robert Bearden Robert Bearden |
Chief Executive Officer and Director (Principal Executive Officer) |
January 18, 2018 | ||
| /s/ Scott Davidson Scott Davidson |
Chief Operating Officer and Chief Financial Officer (Principal Financial Officer) |
January 18, 2018 | ||
| /s/ Scott Reasoner Scott Reasoner |
Chief Accounting Officer, Corporate Controller and Principal Accounting Officer (Principal Accounting Officer) | January 18, 2018 | ||
| /s/ Paul Cormier Paul Cormier |
Director | January 18, 2018 | ||
| /s/ Peter Fenton Peter Fenton |
Director | January 18, 2018 | ||
| /s/ Martin Fink Martin Fink |
Director | January 18, 2018 | ||
II-1
| Signature |
Title |
Date | ||
| /s/ Kevin Klausmeyer Kevin Klausmeyer |
Director | January 18, 2018 | ||
| /s/ Jay Rossiter Jay Rossiter |
Director | January 18, 2018 | ||
| /s/ Michelangelo Volpi Michelangelo Volpi |
Director | January 18, 2018 | ||
II-2
Exhibit 5.1
January 18, 2018
Hortonworks, Inc.
5470 Great America Parkway
Santa Clara, California 95054
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are acting as counsel to Hortonworks, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) an aggregate of up to 3,637,815 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), subject to issuance under the Amended and Restated Hortonworks, Inc. 2014 Stock Option and Incentive Plan (the “2014 Plan”) and (ii) an aggregate of up to 727,563 shares of Common Stock subject to issuance under the Hortonworks, Inc. 2014 Employee Stock Purchase Plan, as amended and restated on August 24, 2015 (the “2014 ESPP” and, together with the 2014 Plan, the “Plans”).
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the shares under the Plans (the “Shares”). In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that upon issuance, delivery and payment therefor in the manner contemplated by the terms of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We express no opinion as to the applicability of, compliance with, or effect of any laws, statutes, ordinances, rules, or regulations except the General Corporation Law of the State of Delaware as currently in effect.
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name wherever appearing in the Registration Statement and any amendments thereto. 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.
| Very truly yours, |
| /s/ Morrison & Foerster LLP |
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 report dated March 15, 2017, relating to the consolidated financial statements of Hortonworks, Inc. and subsidiaries (the “Company”), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2016.
| /s/ Deloitte & Touche LLP |
| San Jose, California |
| January 18, 2018 |