Securities Registration: Employee Benefit Plan (s-8)
23 Maio 2023 - 5:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
VACASA, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
87-1995316 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
850 NW 13th Avenue
Portland, OR 97209
Telephone: (503) 345-9399
(Address of principal executive offices) (Zip
code)
Vacasa, Inc. 2021 Incentive Award Plan
Vacasa, Inc. 2021 Nonqualified Employee Stock
Purchase Plan
(Full title of the plans)
Rebecca Boyden
Chief Legal Officer
Vacasa, Inc.
850 NW 13th Avenue
Portland, OR 97209
(Name and address of agent for service)
(503) 946-3650
(Telephone number, including area code, of agent
for service)
Copy to:
Julia A. Thompson
Latham & Watkins LLP
555 Eleventh Street, NW, Suite 1000
Washington, D.C. 20004
(202) 637-2200
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 |
x |
| |
|
|
|
| Non-accelerated filer |
¨ |
Smaller reporting company |
¨ |
| |
|
|
|
| |
|
Emerging growth company |
x |
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. x
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8,
this Registration Statement on Form S-8 (the “Registration Statement”) is being filed in order to register (1) an additional
21,101,244 shares of Class A common stock, par value $0.00001 per share (“Common Stock”), of Vacasa, Inc. (the “Company”)
that may be issued pursuant to the Vacasa, Inc. 2021 Incentive Award Plan (the “2021 Plan”), including shares that have been
or may be recycled under the 2021 Plan, shares from an automatic annual increase in the number of authorized shares as of January 1, 2023
pursuant to the “evergreen” provision of the 2021 Plan, and an increase in the number of authorized shares under the 2021
Plan that was approved by the Company’s stockholders on May 23, 2023 at the Company’s annual meeting of stockholders; and
(2) an additional 133,808 shares of Common Stock of the Company that may be issued pursuant to the Vacasa, Inc. 2021 Nonqualified Employee
Stock Purchase Plan (the “ESPP”), which are shares from an automatic annual increase in the number of authorized shares as
of January 1, 2023 pursuant to the “evergreen” provision of the ESPP. This Registration Statement hereby incorporates by reference
the contents of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on December 16, 2021 (File No. 333-261693).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8
is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the
rules and regulations of the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed
with the Commission by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are hereby
incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to 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 hereby have been sold
or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Registration Statement,
in an amendment hereto or 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 amendment
to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement, except as to such specific section of such statements as set forth therein.
Under no circumstances shall any information furnished
under Item 2.02 or 7.01 of Form 8-K (including any exhibits furnished on such form that relate to such items) be deemed incorporated herein
by reference unless such Current Report on Form 8-K expressly provides to the contrary.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of
the State of Delaware (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees
and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is
made a party by reason of such person being or having been a director, officer, employee or agent of such corporation. The DGCL provides
that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement,
vote of stockholders or disinterested directors or otherwise. The Company’s certificate of incorporation and bylaws provide for
indemnification by the Company of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation
to provide in its certificate of incorporation that a director or officer of the corporation will not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, except for liability of:
| (1) | a director or officer for any breach of the director or officer’s duty of loyalty to the corporation
or its stockholders; |
| (2) | a director or officer for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law; |
| (3) | a director under Section 174 of the DGCL (pertaining to unlawful payments of dividends or unlawful stock
repurchases, redemptions or other distributions); |
| (4) | a director or officer for any transaction from which the director or officer derived an improper personal
benefit; or |
| (5) | an officer in any action by or in the right of the corporation. |
The Company’s certificate of incorporation
currently provides for such limitation of liability to the fullest extent permitted by the DGCL for directors, and an amendment to the
Company’s certificate of incorporation is expected be filed that will provide for such limitation of liability to the fullest extent
permitted by the DGCL for officers.
The Company has entered into indemnification agreements
with each of its directors and executive officers to provide for contractual indemnification in addition to the indemnification provided
in the Company’s certificate of incorporation. Each indemnification agreement provides for indemnification and advancements by the
Company of certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person
in any action or proceeding, including any action by or in the Company’s right, on account of any services undertaken by such person
on behalf of the Company or that person’s status as a member of the Company’s board of directors to the maximum extent permitted
by applicable law. The Company believes that these provisions and agreements are necessary to attract qualified directors.
The Company also maintains standard policies of
insurance under which coverage is provided (1) to its directors and officers against loss arising from claims made by reason of breach
of duty or other wrongful act, while acting in their capacity as directors and officers of the Company, and (2) to the Company with respect
to payments which may be made by the Company to such officers and directors pursuant to indemnification provisions contained in the Company’s
certificate of incorporation and bylaws or otherwise as a matter of law.
Item 8. Exhibits.
Exhibit
Number |
|
Description
of Exhibit |
| |
|
| 4.1 |
|
Amended and Restated
Certificate of Incorporation of Vacasa, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form
8-K (File No. 001-41130) filed on December 9, 2021). |
| |
|
| 4.2 |
|
Amended and Restated
Bylaws of Vacasa, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-41130)
filed on December 9, 2021). |
| |
|
| 4.3 |
|
Specimen Class
A Common Stock Certificate of Vacasa, Inc. (incorporated by reference to Exhibit 4.1 to the Company’s registration statement
on Form S-4 (File No. 333-258739) filed on October 22, 2021). |
| |
|
| 5.1* |
|
Opinion of Latham & Watkins LLP.
|
| |
|
|
| 23.1* |
|
Consent of KPMG
LLP. |
| |
|
|
| 23.2* |
|
Consent of Latham
& Watkins LLP (included in its opinion filed as Exhibit 5.1 hereto). |
| |
|
|
| 24.1* |
|
Power of Attorney
(included on signature page of this Registration Statement). |
| |
|
|
| 99.1 |
|
Vacasa, Inc. 2021
Incentive Award Plan (incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A filed
on April 24, 2023 (File No. 001-41130)). |
| |
|
|
| 99.2 |
|
Vacasa, Inc. 2021
Nonqualified Employee Stock Purchase Plan (incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement
on Schedule 14A filed on April 24, 2023 (File No. 001-41130)). |
| |
|
|
| 107* |
|
Filing Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Company 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 Portland,
State of Oregon, on May 23, 2023.
| |
VACASA, INC. |
| |
|
|
| |
By: |
/s/ Robert Greyber |
| |
|
Robert Greyber |
| |
|
Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of
Vacasa, Inc., hereby severally constitute and appoint Robert Greyber and Rebecca Boyden, and each of them singly (with full power to each
of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of
them for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, 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 or necessary to be done in and about the premises, as full 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 their or his or her 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 held on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Robert Greyber |
|
Chief Executive Officer and Director (Principal Executive Officer) |
|
May 23, 2023 |
| Robert Greyber |
|
|
| |
|
|
|
|
| /s/ Jamie Cohen |
|
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
May 23, 2023 |
| Jamie Cohen |
|
|
| |
|
|
|
|
| /s/ Joerg Adams |
|
Director |
|
May 23, 2023 |
| Joerg Adams |
|
|
| |
|
|
|
|
| /s/ Ryan Bone |
|
Director |
|
May 23, 2023 |
| Ryan Bone |
|
|
| |
|
|
|
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| /s/ Chad Cohen |
|
Director |
|
May 23, 2023 |
| Chad Cohen |
|
|
| |
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|
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| /s/ Rachel Gonzalez |
|
Director |
|
May 23, 2023 |
| Rachel Gonzalez |
|
|
| |
|
|
|
|
| /s/ Benjamin Levin |
|
Director |
|
May 23, 2023 |
| Benjamin Levin |
|
|
| |
|
|
|
|
| /s/ Barbara Messing |
|
Director |
|
May 23, 2023 |
| Barbara Messing |
|
|
| |
|
|
|
|
| /s/ Jeffrey Parks |
|
Chairman of the Board of Directors |
|
May 23, 2023 |
| Jeffrey Parks |
|
|
|
|
| |
|
|
|
|
| /s/ Karl Peterson |
|
Director |
|
May 23, 2023 |
| Karl Peterson |
|
|
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| |
|
|
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|
| /s/ Chris Terrill |
|
Director |
|
May 23, 2023 |
| Chris Terrill |
|
|
| |
|
|
|
|
| /s/ Kimberly White |
|
Director |
|
May 23, 2023 |
| Kimberly White |
|
|
| |
|
|
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