S-8 1 modn-s8_11202020.htm S-8 Document

As filed with the Securities and Exchange Commission on November 20, 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
Model N, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 77-0528806
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer
Identification Number)
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(650) 610-4600
(Address of Principal Executive Offices and Zip Code)

2013 Employee Stock Purchase Plan
(Full title of the plan)
Cathy Lewis
Chief Accounting Officer
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(Name and address of agent for service)
(650) 610-4600
(Telephone number, including area code, of agent for service)
Copies to:
Amanda Rose, Esq.
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500		 Errol H. Hunter, Esq.,
Senior Vice President and General Counsel
Model N, Inc.
777 Mariners Island Boulevard, Suite 300
San Mateo, California 94404
(650) 610-4600
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 x  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
Common Stock, $0.00015 par value per share    
—To be issued under the 2013 Employee Stock Purchase Plan696,425 (2)$26.06 (3)$18,148,836 (3)$1,981 (3)
Total696,425 N/A$18,148,836 $1,981 
 
(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 additional shares of Common Stock reserved for issuance under the Registrant’s 2013 Employee Stock Purchase Plan as of October 1, 2020.
(3)Calculated solely for the purposes of this offering under Rules 457(c) and (h) of 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 November 17, 2020, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2013 Employee Stock Purchase Plan.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Model N, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register:
 
 
(i)696,425 additional shares of Common Stock under the Registrant’s 2013 Employee Stock Purchase Plan (“ESPP”), pursuant to the provisions of the ESPP providing for an automatic increase in the number of shares reserved for issuance under the ESPP on October 1, 2020.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2013 (Registration No. 333-187388), December 11, 2013 (Registration No. 333-192758), November 19, 2014 (Registration No. 333-200358), November 23, 2015 (Registration No. 333-208158), November 18, 2016 (Registration No. 333-214705), November 15, 2017 (Registration No. 333-221583), March 30, 2018 (Registration No. 333-224051), November 16, 2018 (Registration No. 333-228439) and November 15, 2019 (Registration No. 333-234740), to the extent not superseded hereby. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.



PART II
Information Required in the Registration Statement
Item 3.    Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
a)    the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 filed with the Commission on November 20, 2020 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
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 on Form 10-K 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. 001-35840) filed with the Commission on March 18, 2013, including any amendments or reports filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents, except as to documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8.    Exhibits.
 



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 San Mateo, State of California, on this 20th day of November 2020.
 MODEL N, INC.
  
 By:/s/ Cathy Lewis
  Cathy Lewis
  Chief Accounting Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason Blessing and Cathy Lewis, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto 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 connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact 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, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
 
Name  Title Date
   
/s/ Jason Blessing  Chief Executive Officer November 20, 2020
Jason Blessing
(Principal Executive Officer)
   
/s/ Cathy Lewis  Chief Accounting Officer November 20, 2020
Cathy Lewis
(Principal Financial Officer and Principal Accounting Officer)
   
Additional Directors:     
   
/s/ Tim Adams Director November 20, 2020
Tim Adams  
/s/ Kimberly DeCarlisDirectorNovember 20, 2020
Kimberly DeCarlis
/s/ Dave Yarnold  Director November 20, 2020
Dave Yarnold
   
/s/ Baljit Dail Director November 20, 2020
Baljit Dail  
     
/s/ Melissa Fisher  Director November 20, 2020
Melissa Fisher
   
/s/ Alan Henricks Director November 20, 2020
Alan Henricks  
     
/s/ Scott Reese  Director November 20, 2020
Scott Reese