Securities Registration: Employee Benefit Plan (s-8)
30 Setembro 2022 - 5:24PM
Edgar (US Regulatory)
As filed with
the Securities and Exchange Commission on September 30, 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
eBay Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
77-0430924
(IRS Employer Identification No.)
2025
Hamilton Avenue
San Jose,
CA 95125
United States
of America
(Address of principal executive offices)
eBay
Inc. Employee Stock Purchase Plan
(Full Title of the Plan)
Marie Oh Huber
Senior Vice
President, Chief Legal Officer, General Counsel and Secretary
eBay Inc.
2025 Hamilton
Avenue
San Jose,
CA 95125
United States
of America
+1 (408) 376-7008
(Name, Address and Telephone Number, Including
Area Code, of Agent for Service)
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 |
o |
| Non-accelerated
filer |
o |
|
Smaller
reporting company |
o |
| |
|
|
Emerging
growth company |
o |
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 on Form
S-8 (this “Registration Statement”) is filed by eBay Inc. (the “Company”) pursuant to General Instruction
E of Form S-8 for the purpose of registering 30,000,000 additional shares of common stock, par value $0.001 per share (the “Common
Stock”), issuable pursuant to the eBay Inc. Employee Stock Purchase Plan (the “Plan”). On March 16, 2022, the
board of directors of the Company (the “Board”) amended and restated the Plan, subject to approval of the stockholders
of the Company, to increase the number of shares of Common Stock available for issuance under the Plan by 30,000,000 shares (the
“Plan Amendment”). On June 8, 2022, the stockholders of the Company approved the Plan Amendment.
In accordance with General Instruction
E of Form S-8, the content of the Company’s previously filed Registration Statement on Form S-8 (Registration No. 333-181535),
as filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2012, is hereby incorporated by reference
herein, except as amended hereby.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information. * |
| Item 2. | Registrant Information
And Employee Plan Annual Information. * |
| * | The
documents containing the information specified in this Part I of Form S-8 will be sent
or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933,
as amended (the “Securities Act”). In accordance with the rules and regulations
of the SEC and the instructions to Form S-8, such documents are not being filed with
the SEC either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of Part
II of this Registration Statement, taken together, constitute the prospectus as required
by Section 10(a) of the Securities Act. |
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents
by Reference. |
The
SEC allows the Company to “incorporate by reference” into this Registration Statement the information in the documents
that it files with the SEC, which means that the Company can disclose important information to you by referring you to those documents.
The information incorporated by reference into this Registration Statement is considered to be a part of this Registration Statement,
and information in documents that the Company files later with the SEC will automatically update and supersede information contained
in documents filed earlier with the SEC or contained in this Registration Statement. The Company incorporates by reference into
this Registration Statement the documents listed below and any future filings that it may make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) after the date of this Registration
Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities
offered thereby have been sold or that deregisters all securities then remaining unsold, except that the Company is not incorporating
by reference any information that is deemed to have been furnished and not filed in accordance with SEC rules:
| · | The
Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed
with the SEC on February 24, 2022, as amended on May 10, 2022 (including
those portions of the Company’s Definitive Proxy Statement for the 2022 Annual
Meeting of Stockholders that are incorporated by reference into the Company’s Form 10-K,
as amended); |
| · | The
Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022
and June 30, 2022, filed with the SEC on May 5, 2022 and August 4, 2022, respectively; |
| · | The
description of the Company’s Common Stock contained in Exhibit 4.15 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
January 31, 2020, including any amendment or report filed for the purpose of updating
such description. |
| Item 4. | Description of Securities. |
Not
applicable.
| Item 5. | Interests of Named Experts
and Counsel. |
Not
applicable.
| Item 6. | Indemnification of Directors
and Officers. |
As
permitted by Section 145 of the Delaware General Corporation Law (the “DGCL”), the Company’s amended and
restated bylaws (the “Bylaws”) provide that (i) the Company is required to indemnify its directors and officers
to the fullest extent permitted by the DGCL (provided, however, that the Company is required to provide indemnification
with respect to a proceeding (or part thereof) initiated by one of such persons only if the proceeding (or part thereof) is authorized
by the Board), (ii) the Company may, in its discretion, indemnify other persons as set forth in the DGCL, (iii) to the
fullest extent permitted by the DGCL, the Company is required to advance all expenses incurred by its directors and officers in
connection with a legal proceeding (subject to certain exceptions), (iv) the rights conferred in the Bylaws are not exclusive,
(v) the Company is authorized to enter into indemnification agreements with its directors, officers, employees and agents
and (vi) the Company may not retroactively amend the Bylaws provisions relating to indemnity.
The
Company has entered into agreements with its directors and executive officers that require the Company to indemnify such persons
against expenses, judgments, fines, settlements and other amounts that such person becomes legally obligated to pay (including
expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or officer of the Company or any of its affiliated
enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed
to the best interests of the Company. The indemnification agreements also set forth certain procedures that will apply in the
event of a claim for indemnification thereunder.
| Item 7. | Exemption from Registration
Claimed. |
Not
applicable.
* Filed herewith.
# Indicates management
contract or compensatory plan, contract or agreement.
(a) The
undersigned registrant hereby undertakes:
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement: |
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price set forth in
the “Calculation of Registration Fee” table in the effective registration
statement; and |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in
the registration statement; |
Provided,
however, That paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
| (2) | That,
for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering. |
| (b) | The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant
to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (h) | Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by the final adjudication
of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, eBay Inc. 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 San Jose, State of California, on September 30, 2022.
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eBay Inc. |
| |
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By: |
/s/
Jamie Iannone |
| |
|
Jamie Iannone |
| |
|
President and Chief
Executive Officer |
POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jamie Iannone, Steve Priest,
Brian J. Doerger and Marie Oh Huber, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him or her and in his or her name, place and stead, 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 all 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 or 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 of 1933, this registration statement has been signed by the following persons in the capacities
and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Jamie Iannone |
|
President, Chief Executive Officer and
Director |
|
September 30, 2022 |
| Jamie Iannone |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Steve Priest |
|
Chief Financial Officer |
|
September 30, 2022 |
| Steve Priest |
|
(Principal Financial Officer) |
|
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| |
|
|
|
|
| /s/ Brian J. Doerger |
|
Vice President, Chief Accounting Officer |
|
September 30, 2022 |
| Brian J. Doerger |
|
(Principal Accounting Officer) |
|
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| |
|
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| /s/ Paul S. Pressler |
|
Chair of the Board and Director |
|
September
30, 2022 |
| Paul S. Pressler |
|
|
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|
| |
|
|
|
|
| /s/ Adriane M.
Brown |
|
Director |
|
September
30, 2022 |
| Adriane M. Brown |
|
|
|
|
| |
|
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| /s/ Aparna Chennapragada |
|
Director |
|
September
30, 2022 |
| Aparna Chennapragada |
|
|
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| |
|
|
|
|
| /s/ Logan D. Green |
|
Director |
|
September
30, 2022 |
| Logan D. Green |
|
|
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| |
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| /s/ E. Carol Hayles |
|
Director |
|
September
30, 2022 |
| E. Carol Hayles |
|
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|
|
| |
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|
|
|
| /s/ Mohak Shroff |
|
Director |
|
September
30, 2022 |
| Mohak Shroff |
|
|
|
|
| |
|
|
|
|
| /s/ Robert H.
Swan |
|
Director |
|
September
30, 2022 |
| Robert H. Swan |
|
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| |
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| /s/ Perry M. Traquina |
|
Director |
|
September
30, 2022 |
| Perry M. Traquina |
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