Form S-8

As filed with the U.S. Securities and Exchange Commission on March 2, 2020

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Roku, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   26-2087865

(State or other jurisdiction of

Incorporation or organization)

 

(I.R.S. Employer

Identification No.)

150 Winchester Circle

Los Gatos, California 95032

(408) 556-9040

(Address of principal executive offices) (Zip code)

Roku, Inc. 2017 Equity Incentive Plan

(Full title of the plan)

 

 

Stephen H. Kay

General Counsel and Secretary

Roku, Inc.

150 Winchester Circle Los Gatos, California 95032

(408) 556-9040

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

 

 

Copies to:

 

Mark P. Tanoury

John T. McKenna

Seth J. Gottlieb

Alex K. Kassai

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

  

Christy Lillquist

Roku, Inc.

150 Winchester Circle

Los Gatos, California 95032

(408) 556-9040

 

 

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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

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

Class A Common Stock, par value $0.0001 per share—2017 Equity Incentive Plan

  6,436,232 (2)   $110.39 (3)   $710,495,650.48   $92,223

 

 

(1)

Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A common stock of Roku, Inc. (the “Registrant”) that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s Class A common stock.

(2)

Represents 5,994,862 additional shares of Class A common stock available for issuance as a result of the annual evergreen increase on January 1, 2020 under the Registrant’s 2017 Equity Incentive Plan (the “2017 Plan”) and 441,370 additional shares available for issuance in connection with the termination or cancellation of options or other equity awards granted under the Registrant’s 2008 Equity Incentive Plan (the “2008 Plan”).

(3)

Estimated in accordance with Rule 457(h) solely for purposes of calculating the registration fee on the basis of $110.39, the average of the high and low prices of the Registrant’s Class A common stock as reported on The Nasdaq Global Select Market on February 27, 2020.

 

 

 


EXPLANATORY NOTE

2017 Equity Incentive Plan

The 2017 Plan provides that the total number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1st of each calendar year, from January 1, 2018 to January 1, 2027, in an amount equal to 5% of the total number of shares of the Registrant’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2020, the number of shares of Class A common stock that may be issued upon the exercise of incentive stock options under the 2017 Plan increased by an additional 5,994,862 shares (or 5% of the outstanding shares of the Registrant’s capital stock as of December 31, 2019). In addition, the number of shares reserved for issuance under the 2017 Plan will be increased by the total number of shares subject to options or other equity awards that expired or terminated under the 2008 Plan. As a result, the shares reserved under the 2017 Plan increased by an additional 441,370 shares.    

These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statements on Forms S-8 (File No. 333-220701, File No. 333-223379 and File No. 333-230039) (“Prior Forms S-8”) were filed with the Securities and Exchange Commission (“Commission”) on September 28, 2017, March 1, 2018, and March 1, 2019, respectively.

PART II

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:

(a) Roku’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed on March 2, 2020, which contains audited financial statements for Roku’s latest fiscal year.

(b) The description of the Registrant’s Class  A Common Stock which is contained in a registration statement on Form 8-A filed on September 19, 2017 (File No. 001-38211) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(c) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered 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 of this Registration Statement from the date of the filing of such reports and documents. 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 that 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.

Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated herein by reference and made a part hereof.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.


ITEM 8. EXHIBITS

 

        

Incorporated by Reference

    

Exhibit
Number

 

Description

  

Form

   SEC File No.    Exhibit    Filing Date
  4.1   Amended and Restated Certificate of Incorporation.    8-K    001-38211    3.1    10/3/2017
  4.2   Amended and Restated Bylaws.    S-1/A    333-220318    3.4    9/18/2017
  4.3   Form of Class A Common Stock Certificate.    S-1/A    333-220318    4.1    9/18/2017
  5.1*   Opinion of Cooley LLP.    —      —      —      —  
23.1*   Consent of Cooley LLP (included in Exhibit 5.1).    —      —      —      —  
23.2*   Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.    —      —      —      —  
24.1*   Power of Attorney (included on the signature page of this Form S-8).    —      —      —      —  
99.1   Roku, Inc. 2017 Equity Incentive Plan.    S-1/A    333-220318    10.5    9/18/2017
99.2   Forms of Option Agreement and Option Grant Notice under the Roku, Inc. 2017 Equity Incentive Plan.    S-1/A    333-220318    10.6    9/18/2017
99.3   Form of Restricted Stock Unit Grant Notice and Award Agreement under the Roku, Inc. 2017 Equity Incentive Plan.    S-1/A    333-220318    10.7    9/18/2017

 

 

*

Filed herewith


SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Los Gatos, State of California, on this 2nd day of March, 2020.

 

ROKU, INC.

By:

 

/s/ Steve Louden

 

Steve Louden

 

Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anthony Wood and Steve Louden, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (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, and each of them, 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 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 his, her or their substitute or substitutes, 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.

 

Name    Title   Date

/s/  Anthony Wood      

Anthony Wood

  

President, Chief Executive Officer and Chairman

(Principal Executive Officer)

  March 2, 2020

/s/  Steve Louden      

Steve Louden

   Chief Financial Officer
(Principal Financial Officer)
  March 2, 2020

/s/  Ravi Ahuja      

Ravi Ahuja

   Director   March 2, 2020

/s/  Mai Fyfield      

Mai Fyfield

   Director   March 2, 2020

/s/  Jeffrey Hastings      

Jeffrey Hastings

   Director   March 2, 2020

/s/  Alan Henricks      

Alan Henricks

   Director   March 2, 2020

/s/  Neil Hunt      

Neil Hunt

   Director   March 2, 2020

/s/  Ray Rothrock      

Ray Rothrock

   Director   March 2, 2020
EX-5.1

Exhibit 5.1

LOGO

 

Seth J. Gottlieb

+1 650 843 5864

sgottlieb@cooley.com

March 2, 2020

Roku, Inc.

150 Winchester Circle

Los Gatos, CA 95032

Ladies and Gentlemen:

We have acted as counsel to Roku, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 6,436,232 shares of Class A common stock, par value $0.0001 per share (the “Shares”), issuable pursuant to the Company’s 2017 Equity Incentive Plan (the “Plan”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plan and originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due authorization, execution and delivery by all persons other than by the Company, of all documents where due authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

By: /s/ Seth J. Gottlieb                    

    Seth J. Gottlieb

 

 

Cooley LLP    3175 Hanover Street    Palo Alto, CA    94304-1130

t: (650) 843-5000 f: (650) 849-7400 cooley.com

EX-23.2

Exhibit 23.2

CONSENT OF 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 28, 2020 relating to the consolidated financial statements of Roku, Inc. and subsidiaries (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2019.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

February 28, 2020