Form S-8 MeridianLink, Inc.
As filed with the U.S. Securities and Exchange Commission on March 10, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MeridianLink, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-4844620 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
(714) 708-6950
(Address of Principal Executive Offices)
2021 Stock Option and Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plans)
Nicolaas Vlok
Chief Executive Officer
MeridianLink, Inc.
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Bradley C. Weber Joseph C. Theis, Jr. Natalie T. Martirossian Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 | Kayla Dailey General Counsel and Secretary MeridianLink, Inc. 3560 Hyland Avenue, Suite 200 Costa Mesa, CA 92626 | |||||||
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 registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-258206) of the Registrant is effective. Pursuant to General Instruction E, the information contained in the Registrant’s registration statement on Form S-8 (File No. 333-258206) is hereby incorporated by reference and made a part of this Registration Statement, except as presented below in Part II, Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 5.1* | ||||||||
| 23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 107* | ||||||||
* Filed herewith | ||||||||
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 Costa Mesa, State of California, on March 10, 2022.
| MeridianLink, Inc. | ||||||||
| By: | /s/ Nicolaas Vlok | |||||||
| Nicolaas Vlok | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Nicolaas Vlok, Chad Martin and Kayla Dailey, and each of them singly, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including any post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Nicolaas Vlok | Chief Executive Officer and Director (Principal Executive Officer) | March 10, 2022 | ||||||||||||
| Nicolaas Vlok | ||||||||||||||
| /s/ Chad Martin | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | March 10, 2022 | ||||||||||||
| Chad Martin | ||||||||||||||
| /s/ Paul Zuber | Chairman of the Board of Directors | March 10, 2022 | ||||||||||||
| Paul Zuber | ||||||||||||||
| /s/ A.J. Jangalapalli | Director | March 10, 2022 | ||||||||||||
| A.J. Jangalapalli | ||||||||||||||
| /s/ James Lines | Director | March 10, 2022 | ||||||||||||
| James Lines | ||||||||||||||
| /s/ Pam Murphy | Director | March 10, 2022 | ||||||||||||
| Pam Murphy | ||||||||||||||
| /s/ Timothy Nguyen | Chief Strategy Officer and Director | March 10, 2022 | ||||||||||||
| Timothy Nguyen | ||||||||||||||
| /s/ Reema Poddar | Director | March 10, 2022 | ||||||||||||
| Reema Poddar | ||||||||||||||
| /s/ A.J. Rohde | Director | March 10, 2022 | ||||||||||||
| A.J. Rohde | ||||||||||||||
| /s/ Yael Zheng | Director | March 10, 2022 | ||||||||||||
| Yael Zheng | ||||||||||||||
Exhibit 107
CALCULATION OF REGISTRATION FEE
Form S-8
(Form Type)
MeridianLink, Inc.
(Exact name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, $0.001 par value per share, 2021 Stock Option and Incentive Plan | Rule 457(c) and Rule 457(h) | 4,021,250 | $17.99 | $72,342,287.50 | $0.0000927 | $6,706.13 | ||||||||||||||||
| Equity | Common Stock, $0.001 par value per share, 2021 Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | 804,250 | $17.99 | $14,468,457.50 | $0.0000927 | $1,341.23 | ||||||||||||||||
| Total Offering Amounts | $86,810,745.00 | — | |||||||||||||||||||||
| Total Fees Previously Paid | — | ||||||||||||||||||||||
| Total Fee Offsets | — | ||||||||||||||||||||||
| Net Fee Due | $8,047.36 | ||||||||||||||||||||||
| (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 the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), which become issuable under the under the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock. | ||||
| (2) | The price of $17.99 per share, which is the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on March 4, 2022, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act. | ||||
 | Goodwin Procter LLP 601 Marshall St. Redwood City, CA 94063 goodwinlaw.com +1 650 752 3100 | |||||||
Exhibit 5.1
March 10, 2022
MeridianLink, Inc.
3560 Hyland Avenue, Suite 200
Costa Mesa, CA 92626
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 4,825,500 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of MeridianLink, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
MeridianLink, Inc.
Costa Mesa, California
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 2022, relating to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ BDO USA, LLP
Costa Mesa, California
March 10, 2022