Form S-8 CHEGG, INC

February 25, 2019 5:22 PM


        
As filed with the Securities and Exchange Commission on February 25, 2019
Registration No. 333-         
 
 
 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
CHEGG, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
20-3237489
(State or Other Jurisdiction
of Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)

3990 Freedom Circle
Santa Clara, CA 95054
(Address of Principal Executive Offices) (Zip Code)

2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full Title of the Plans)
______________________

Dan Rosensweig
President, Chief Executive Officer and Co-Chairman
Chegg, Inc.
3990 Freedom Circle
Santa Clara, CA 95054
(Name and Address of Agent for Service)
(408) 855-5700
(Telephone Number, Including Area Code, of Agent for Service)
 
Copies to:
 
David A. Bell, Esq.
Katherine K. Duncan, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500
 
Dave Borders Jr., Esq.
Chegg, Inc.
3990 Freedom Circle
Santa Clara, CA 95054
(408) 855-5700

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 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 ý
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
 
Emerging growth company o
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. o






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, par value $0.001 per share, reserved for issuance pursuant to:
 
 
 
 
- the 2013 Equity Incentive Plan
5,775,020(2)(4)

$ 37.43 (5)
$
216,158,998.60

$
26,198.47

- the 2013 Employee Stock Purchase Plan
1,155,004(3)(4)

$ 31.82(6)
$
36,752,227.28

$
4,454.37

     TOTAL
6,930,024

  N/A
$
252,911,225.88

$
30,652.84

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s 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 common stock.
(2)
Represents an automatic increase to the number of shares available for issuance under the 2013 Equity Incentive Plan (the “2013 Plan”) equal to 5% of the Registrant’s total outstanding shares as of December 31, 2018. The increase was effective as of January 1, 2019.
(3)
Represents an automatic increase to the number of shares available for issuance under the 2013 Employee Stock Purchase Plan (the “2013 ESPP”) equal to 1% of the Registrant’s total outstanding shares as of December 31, 2018. The increase was effective as of January 1, 2019.
(4)
Shares available for issuance under the 2013 Plan and 2013 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on November 14, 2013 (Registration No. 333-192332), March 6, 2014 (Registration No. 333-194365), March 6, 2015 (Registration No. 333-202571), March 4, 2016 (Registration No. 333-209945), February 23, 2017 (Registration No. 333-216185) and February 26, 2018 (Registration No. 333-223227).
(5)
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange on February 15, 2019.
(6)
Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the Registrant's common stock as reported on the New York Stock Exchange February 15, 2019, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2013 ESPP.







REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the SEC to register an additional 5,775,020 shares of common stock under the Registrant’s 2013 Equity Incentive Plan and an additional 1,155,004 shares of common stock under its 2013 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s earlier Registration Statements on Form S-8 filed with the SEC on November 14, 2013 (Registration No. 333-192332), March 6, 2014 (Registration No. 333-194365), March 6, 2015 (Registration No. 333-202571), March 4, 2016 (Registration No. 333-209945). February 23, 2017 (Registration No. 333-216185) and February 26, 2018 (Registration No. 333-223227) to the extent not superseded hereby.

PART II
Information Required in the Registration Statement
Item 8.
Exhibits.
    
Exhibit
 
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
 
 
 
 
X
 
 
 
 
X
 
 
 
 
X
 
 
 
 
X
 
 
 
 
X
S-1/A
333-190616
10.04
October 25, 2013
 
S-1
333-190616
10.05
August 14, 2013
 







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 Santa Clara, State of California, on this 25th day of February, 2019.
 
Chegg, Inc.
 
 By:
 
/S/ DAN ROSENSWEIG
 
 
 
Dan Rosensweig
 
 
 
President, Chief Executive Officer and Co-Chairman

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Andrew Brown, Chief Financial Officer, Dan Rosensweig, President, Chief Executive Officer and Co-Chairman, and Dave Borders Jr., General Counsel, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

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.
Name
Title
Date
 
 
 
/S/ DAN ROSENSWEIG
President, Chief Executive Officer and Co-Chairman
February 25, 2019
Dan Rosensweig
(Principal Executive Officer)
 
 
 
 
/S/ ANDREW BROWN
Chief Financial Officer
February 25, 2019
Andrew Brown
(Principal Financial Officer)
 
 
 
 
/S/ ROBIN TOMASELLO
Vice President, Corporate Controller
February 25, 2019
Robin Tomasello
(Principal Accounting Officer)
 
 
 
 
/S/ JEFFREY HOUSENBOLD
Director
February 25, 2019
Jeffrey Housenbold
 
 
 
 
 
/S/ RENEE BUDIG
Director
February 25, 2019
Renee Budig
 
 
 
 
 

Director
February 25, 2019
Marne Levine
 
 
 
 
 
/S/ RICHARD SARNOFF
Director and Co-Chairman
February 25, 2019
Richard Sarnoff
 
 
 
 
 
/S/ TED SCHLEIN
Director
February 25, 2019
Ted Schlein
 
 
 
 
 
/S/ JOHN YORK
Director
February 25, 2019
John York
 
 




Exhibit 5.1

[Fenwick & West LLP Letterhead]

February 25, 2019

Chegg, Inc.
3990 Freedom Circle
Santa Clara, California 95054

Ladies and Gentlemen:
At your request, as your counsel, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Chegg, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the "Commission") on or about February 25, 2019 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 6,930,024 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”), subject to issuance by the Company (a) upon the exercise or settlement of awards (including awards of stock options, restricted stock, stock bonuses, stock appreciation rights, restricted stock units and/or performance shares) granted or to be granted under the Company’s 2013 Equity Incentive Plan, as amended to date (the 2013 Plan”) and (b) pursuant to purchase rights granted or to be granted under the Company’s 2013 Employee Stock Purchase Plan, as amended to date (the “Purchase Plan”). The 2013 Plan and the Purchase Plan are each individually referred to herein as a “Plan” and collectively as the “Plans.” At your request we are providing this letter to express our opinion on the matters set forth below in this letter (“our opinion”).
In connection with our opinion we have examined such matters of fact as we have deemed necessary, which included examination of originals or copies of the Company’s current Restated Certificate of Incorporation and Bylaws, as amended (collectively, the “Charter Documents”), the Plans, the Registration Statement and the exhibits thereto, certain corporate proceedings of the Company’s Board of Directors (the “Board”) and the Company’s stockholders relating to adoption or approval of the Company Charter Documents, the Plans, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the issuance and sale of the Shares under the Securities Act and documents regarding the Company’s outstanding and reserved capital stock and other securities and such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), the lack of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a Certificate of Good Standing dated February 25, 2019 issued by the Secretary of State of the State of Delaware with respect to the Company and representations and certifications made to us by the Company, including without limitation representations in a Management Certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law (“DGCL”) now in effect. We express no opinion with respect to the securities or “blue sky” laws of any state.





Based upon, and subject to, the foregoing, it is our opinion that when the 6,930,024 Shares of Common Stock that may be issued and sold by the Company (a) upon the exercise or settlement of awards (including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) granted or to be granted under the 2013 Plan and (b) pursuant to purchase rights granted or to be granted under the Purchase Plan, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including payment provisions) of the applicable Plan, and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.
**Concluding Paragraph Appears on Next Page**






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 use in connection with 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,
 
FENWICK & WEST LLP
 
By:
/S/ DAVID BELL
 
 
David Bell, a Partner







Exhibit 23.1

Consent of Deloitte & Touche LLP, 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 25, 2019, relating to the 2018 consolidated financial statements of Chegg, 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 Chegg, Inc. for the year ended December 31, 2018.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 25, 2019






Exhibit 23.2
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan of Chegg, Inc. of our report dated February 26, 2018, with respect to the consolidated financial statements and schedules of Chegg, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2018, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

San Jose, California
February 25, 2019



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