SEC Form S-8 POS filed by Coupa Software Incorporated
As filed with the Securities and Exchange Commission on February 28, 2023
Registration No. 333-263605
Registration No. 333-254464
Registration No. 333-237294
Registration No. 333-230542
Registration No. 333-223997
Registration No. 333-217104
Registration No. 333-213991
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-263605
Form S-8 Registration Statement No. 333-254464
Form S-8 Registration Statement No. 333-237294
Form S-8 Registration Statement No. 333-230542
Form S-8 Registration Statement No. 333-223997
Form S-8 Registration Statement No. 333-217104
Form S-8 Registration Statement No. 333-213991
UNDER
THE SECURITIES ACT OF 1933
COUPA SOFTWARE INCORPORATED
(Exact name of Registrant as specified in its charter)
| Delaware | 20-4429448 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
1855 S. Grant Street
San Mateo, CA 94402
(Address of Principal Executive Offices)
COUPA SOFTWARE INCORPORATED 2016 EQUITY INCENTIVE PLAN
COUPA SOFTWARE INCORPORATED 2016 EMPLOYEE STOCK PURCHASE PLAN
COUPA SOFTWARE INCORPORATED 2006 STOCK PLAN
(Full title of plan)
Robert Bernshteyn
Chief Executive Officer
Coupa Software Incorporated
1855 S. Grant Street
San Mateo, CA 94402
(Name and address of agent for service)
(650) 931-3200
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Sarah K. Solum
Freshfields Bruckhaus Deringer US LLP
855 Main Street
Redwood City, CA 94010
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 AND DEREGISTRATION OF UNSOLD SECURITIES
These Post-Effective Amendments relate to the deregistration of all shares of common stock, $0.0001 par value per share (“Common Stock”), of Coupa Software Incorporated, a Delaware corporation (the “Company” or the “Registrant”), remaining unsold or otherwise unissued under the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by the Company with the Securities and Exchange Commission (the “SEC”):
| File No. |
Date Originally Filed |
Name of Equity Plan or Agreement |
Shares of Common Stock |
|||||
| 333-263605 |
March 16, 2022 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2016 Employee Stock Purchase Plan |
4,503,607 | |||||
| 333-254464 |
March 18, 2021 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2016 Employee Stock Purchase Plan |
4,365,218 | |||||
| 333-237294 |
March 20, 2020 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2016 Employee Stock Purchase Plan |
3,871,737 | |||||
| 333-230542 |
March 27, 2019 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2016 Employee Stock Purchase Plan |
3,622,860 | |||||
| 333-223997 |
March 28, 2018 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2016 Employee Stock Purchase Plan |
3,342,417 | |||||
| 333-217104 |
April 3, 2017 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2016 Employee Stock Purchase Plan |
3,015,092 | |||||
| 333-213991 |
October 6, 2016 | Coupa Software Incorporated 2016 Equity Incentive Plan Coupa Software Incorporated 2006 Stock Plan |
18,638,247 | |||||
On February 28, 2023, pursuant to the Agreement and Plan of Merger dated as of December 11, 2022 (the “Merger Agreement”), by and among Coupa Holdings, LLC (f/k/a Project CS Parent, LLC), a Delaware limited liability company (“Parent”), Project CS Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and the Company, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.
As a result of the Merger and the related transactions contemplated by the Merger Agreement, the Company has terminated any and all offerings of the Company’s securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Company hereby removes from registration all such securities of the Company registered but unsold or otherwise unissued under the Registration Statements, if any, as of the date hereof. The Registration Statements are hereby amended to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.
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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Mateo, State of California, on February 28, 2023.
| COUPA SOFTWARE INCORPORATED | ||
| By: | /s/ Robert Bernshteyn | |
| Robert Bernshteyn | ||
| Chief Executive Officer | ||
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.