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As filed with the Securities and Exchange Commission on February 21, 2020
Registration
No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Qualys, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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77-0534145
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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919 East Hillsdale Boulevard, 4th Floor
Foster City, California 94404
(Address of principal executive offices, including zip code)
2012 Equity Incentive Plan
(Full title of the plan)
Philippe Courtot
Chairman, President and Chief Executive Officer
Qualys, Inc.
919 East
Hillsdale Boulevard, 4th Floor
Foster City, California 94404
(650) 801-6100
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Jeffrey D. Saper
Rezwan D. Pavri
Wilson
Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, CA 94304
(650)
493-9300
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Bruce K. Posey
Vice President, General Counsel and
Corporate Secretary
Qualys, Inc
919 East
Hillsdale Boulevard, 4th Floor
Foster City, California 94404
(650) 801-6100
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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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
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CALCULATION OF REGISTRATION
FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to the Registrants 2012 Equity Incentive Plan
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1,957,314(2)
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$90.86(3)
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$177,841,550.04
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$23,084.00
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover
any additional shares of the Registrants common stock that become issuable under the 2012 Equity Incentive Plan (the 2012 Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
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(2)
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Represents an automatic annual increase on January 1, 2020 to the number of shares of common stock
reserved for issuance pursuant to future awards under the 2012 Plan, which increase is provided for in the 2012 Plan.
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(3)
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Estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of
calculating the registration fee on the basis of $90.86 per share, which represents the average of the high and low sale prices of the Registrants common stock as reported on The NASDAQ Stock Market on February 13, 2020.
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