View:
Download DOC
Download PDF
Download XLS
ooma-s8.htm

 

As filed with the Securities and Exchange Commission on April 2, 2018

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

OOMA, INC.

(Exact name of registrant as specified in its charter)

Delaware

06-1713274

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)

 

525 Almanor Avenue, Suite 200
Sunnyvale, CA 94085
(Address of Principal Executive Offices) (Zip Code)

 

2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plan)

 

Eric B. Stang
Chief Executive Officer
525 Almanor Avenue, Suite 200
Sunnyvale, CA 94085
(650) 566-6600
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

 

 

Spencer D. Jackson, Esq.

Andrew D. Thorpe, Esq.

Vice President & General Counsel

Orrick, Herrington & Sutcliffe LLP

525 Almanor Avenue, Suite 200

405 Howard Street

Sunnyvale, CA 94085

San Francisco, CA 94105

(650) 566-6600

(415) 773-5970

 

 

 

 

 

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 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.  (Check one):

 

 

 

Large accelerated filer☐

 

Accelerated filer☒

 

 

 

Non-accelerated filer☐

(Do not check if a smaller reporting company)

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, $0.0001 Par Value

382,000(2)

$9.37 (4)

$3,579,340.00

$445.63

Common Stock, $0.0001 Par Value

956,000(3)

$11.025 (5)

$10,539,900.00

$1,312.22

(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 under the 2015 Employee Stock Purchase Plan (the “ESPP”) or the 2015 Equity Incentive Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transactions.

(2)Represents 382,000 additional shares of common stock reserved for future issuance under the evergreen provision of the ESPP.

(3)Represents 956,000 additional shares of common stock reserved for future issuance under the evergreen provision of the 2015 Plan.

(4)Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $11.025, the average of the high and low sales price of a share of the registrant’s common stock as reported on The New York Stock Exchange on March 28, 2018.  Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.

(5)Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on the New York Stock Exchange on March 28, 2018.

 

 

 

REGISTRATION OF ADDITIONAL SECURITIES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional (i) 382,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2015 Employee Stock Purchase Plan and (ii) 956,000 shares of the Registrant’s common stock to be issued pursuant to the Registrant’s 2015 Equity Incentive Plan, which are the same class as those securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on April 11, 2017 (File No. 333-217254) (the "2017 Registration Statement"), April 13, 2016 (File No. 333-210717) (the "2016 Registration Statement") and July 17, 2015 (File No. 333-205719) (the “2015 Registration Statement”), and the contents of the 2015 Registration Statement, 2016 Registration Statement, and 2017 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, are incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Exhibits

The following documents are filed as exhibits to this Registration Statement.

 

Description of

 

Exhibit No.

Exhibit

 

 

 

5.1

Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1

Consent of Deloitte & Touche LLP, independent registered public accounting firm.

23.2

Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).

24.1

Power of attorney (included in the signature page to this Registration Statement).

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on the 2nd day of April, 2018.

 

OOMA, INC.

 

 

 

By:

 

 

/s/ Eric B. Stang

 

 

Eric B. Stang

 

 

President and Chief Executive Officer

 

 

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, jointly and severally, Eric B. Stang, Ravi Narula and Spencer D. Jackson, each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and revocation, in his or her name and on his or her behalf, in any and all capacities, to sign the Registration Statement on Form S-8 of Ooma, Inc., and any or all amendments (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 full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for 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 their substitutes, may lawfully do or cause to be done by virtue hereof.


 

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

Date

 

 

 

/s/ Eric B. Stang

President, Chief Executive Officer and

April 2, 2018

Eric B. Stang

Chairman of the Board of Directors

 

 

(Principal Executive Officer)

 

 

 

 

/s/ Ravi Narula

Chief Financial Officer

April 2, 2018

Ravi Narula

(Principal Financial Officer and Principal

 

 

Accounting officer)

 

 

 

 

/s/ Susan Butenhoff

Director

April 2, 2018

Susan Butenhoff

 

 

 

 

 

/s/ Alison Davis

Director

April 2, 2018

Alison Davis

 

 

 

 

 

/s/ Andrew Galligan

Director

April 2, 2018

Andrew Galligan

 

 

 

 

 

/s/ Peter J. Goettner

Director

April 2, 2018

Peter J. Goettner

 

 

 

 

 

/s/ Russell Mann

Director

April 2, 2018

Russell Mann

 

 

 

 

 

/s/ William D. Pearce

Lead Director

April 2, 2018

William D. Pearce

 

 

 

 

 

 

 

ooma-ex51_6.htm

Orrick, Herrington & Sutcliffe LLP

The Orrick Building
405 Howard Street

San Francisco, CA 94105-2669

+1 415 773 5700

orrick.com

 

Exhibit 5.1

April 2, 2018

 

Ooma, Inc.
525 Almanor Avenue, Suite 200
Sunnyvale, CA 94085

 

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We are acting as counsel for Ooma, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of 956,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance pursuant to the Company’s 2015 Equity Incentive Plan and  382,000 shares of Common Stock reserved for issuance pursuant to the Company’s 2015 Employee Stock Purchase Plan (which plans are referred to herein as the “Plans” and which shares of Common Stock are referred to herein as the “Shares”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

In connection with rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of instruments, documents, and records which we deemed relevant and necessary for the purpose of rendering our opinion set forth below.  In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, and (c) the representations of officers and employees are correct as to questions of fact.

Our opinion herein is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Shares to be issued pursuant to the terms of the Plans have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

Very truly yours,

 

/s/ Orrick, Herrington & Sutcliffe LLP

 

ORRICK, HERRINGTON & SUTCLIFFE LLP

 

 

 

 

ooma-ex231_7.htm

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2018, relating to the consolidated financial statements of Ooma, Inc. and subsidiaries (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended January 31, 2018.

/s/ DELOITTE & TOUCHE LLP

San Jose, California

April 2, 2018