As filed with the Securities and Exchange Commission on February
22, 2021
Registration
No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Vitru Limited
(Exact Name of Registrant as Specified in Its Charter)
| The Cayman
Islands |
|
N/A |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S. Employer
Identification Number) |
| |
|
|
Rodovia José Carlos
Daux, 5500, Torre Jurerê A,
2nd floor, Saco Grande, Florianópolis, State of
Santa Catarina, 88032-005, Brazil
+55 (47) 3281-9500 |
|
Address, Including Zip Code, and Telephone
Number, Including Area Code, or Registrant’s Principal Executive
Offices)
|
| |
| First Stock Option
Plan of Vitru Limited |
| (Full
title of the plans) |
| |
| |
|
|
| |
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
|
|
|
(Name, Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For
Service) |
|
|
| |
|
Copies of all
communications, including all communications sent to the agent for
service, should be sent to:
|
Manuel
Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000 |
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
☐ |
| (Do not check if a 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(3) |
|
Common shares, par value US$0.00005 each, to be issued pursuant to
options granted under the First Stock Option Plan of Vitru
Limited |
506,276 |
8.54 (2) |
4,323,597.04 |
471.70 |
|
|
|
|
|
|
|
(1) |
This Registration Statement on Form S-8 (this “Registration
Statement”) covers shares of Common Stock, par value US$0.00005 per
share (“Common Stock”) of the Vitru Limited (the “Company” or the
“Registrant”) issuable pursuant to the First Stock Option Plan of
the Company, (the “Equity Plan”). Pursuant to Rule 416(a) under the
Securities Act of 1933, as amended (the “Securities Act”), this
Registration Statement shall also cover any additional Common
Shares that become issuable under the Equity Plan by reason of any
share dividend, share split or other similar transaction. |
|
(2) |
Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act
on the basis of the exercise price of outstanding options to
purchase shares of Common Stock, based on 46.03 Brazilian Real, the
weighted average exercise price of the stock options outstanding
under the Equity Plan, using an exchange rate of R$5.3918 to
US$1.00, the commercial selling rate for U.S. dollars as of
February 19, 2021, as reported by Banco Central do Brasil,
the Central Bank of Brazil. |
|
(3) |
Rounded up to the nearest penny. |
table of
contents
Page
|
Part I Information Required in the Section 10(a) Prospectus |
1 |
|
Part II Information Required in the Registration Statement |
1 |
|
Item 3. Incorporation of Documents by Reference. |
1 |
|
Item 4. Description of Securities. |
1 |
|
Item 5. Interests of Named Experts and Counsel. |
1 |
|
Item 6. Indemnification of Directors and Officers. |
1 |
|
Item 7. Exemption from Registration Claimed. |
2 |
|
Item 8. Exhibits. |
2 |
|
Item 9. Undertakings. |
3 |
Part I
Information Required in the Section 10(a) Prospectus
The documents containing the information specified in Item 1 and
Item 2 of Part I of Form S-8 will be sent or given to participants
as specified by Rule 428(b)(1) under the Securities Act. In
accordance with the rules and regulations of the U.S. Securities
and Exchange Commission (the “Commission”) and the instructions to
Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities
Act.
Part II
Information Required in the Registration Statement
Item
3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant’s Registration Statement on Form F-1, Amendment
No. 2, filed with the Commission on September 17, 2020
(Registration No. 333-248272), as amended.
(b) The Registrant’s prospectus filed with the Commission on
September 21, 2020 (Registration No. 333-248272), pursuant to Rule
424(b) under the Securities Act, relating to the Registrant’s
Registration Statement on Form F-1, as amended (Registration No.
333-248272).
(c) The description of the Registrant’s share capital which is
contained in the Registrant’s Registration Statement Form 8-A
(Registration No. 001-39519), dated September 15, 2020, including
any amendments or supplements thereto.
In addition, all documents subsequently filed by the Registrant
with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, including any Reports of Foreign Private Issuers on Form
6-K submitted during such period (or portion thereof) that is
identified in such form as being incorporated by reference into
this Registration Statement, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents. The Registrant is
not incorporating by reference any documents or portions thereof,
whether specifically listed above or filed in the future, that are
not deemed “filed” with the Commission.
Any statement contained 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 other
subsequently filed document which also is incorporated or deemed to
be incorporated by reference herein), modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item
4. Description of Securities.
Not applicable.
Item
5. Interests of Named Experts and Counsel.
Not applicable.
Item
6. Indemnification of Directors and Officers.
Cayman Islands law does not limit the extent to which a company’s
articles of association may provide indemnification of officers and
directors, except to the extent that it may be held by the Cayman
Islands courts to be contrary to public policy, such as providing
indemnification against civil fraud or the consequences of
committing a crime.
The Registrant’s Articles of Association provide that each director
or officer of the registrant shall be indemnified out of the assets
of the registrant against all actions, proceedings, costs, charges,
expenses, losses, damages, or liabilities, judgments, fines,
settlements and other amounts (including reasonable attorneys’ fees
and expenses and amounts paid in settlement and costs of
investigation) (collectively “Losses”) incurred or sustained by
such directors or officers, other than by reason of such person’s
dishonesty, willful default or fraud, in or about the conduct of
our Company’s business or affairs (including as a result of any
mistake of judgment) or in the execution or discharge of such
person’s duties, powers, authorities or discretions, including
without prejudice to the generality of the foregoing, any Losses
incurred by such director or officer in defending or investigating
(whether successfully or otherwise) any civil, criminal,
investigative and administrative proceedings concerning or in any
way related to our Company or its affairs in any court whether in
the Cayman Islands or elsewhere.
Also, the registrant expects to maintain director’s and officer’s
liability insurance covering its directors and officers with
respect to general civil liability, including liabilities under the
Securities Act, which he or she may incur in his or her capacity as
such.
The form of underwriting agreement to be filed as Exhibit 1.1 to
this registration statement also provides for indemnification by
the underwriters of the registrant and its directors and officers
for certain liabilities, including liabilities arising under the
Securities Act, but only to the extent that these liabilities are
caused by information relating to the underwriters that was
furnished to us by the underwriters in writing expressly for use in
this registration statement and certain other disclosure
documents.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons
controlling us under the foregoing provisions, we have been
informed that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is
therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not applicable.
Item
8. Exhibits.
Item
9. Undertakings.
(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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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;
(iii) To include any material information with respect to the
Equity Plan not previously disclosed in this Registration Statement
or any material change to such information in this 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
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing
of the Registrant’s annual report pursuant to Section 13(a) or
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is against
public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing this Registration Statement and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York,
New York on February 22, 2021.
| Vitru Limited |
|
| |
|
| |
|
| By: |
/s/ Pedro
Jorge Guterres Quintans Graça |
|
| |
Name: Pedro Jorge Guterres Quintans Graça |
|
| |
Title: Chief Executive Officer |
|
| |
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|
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| By: |
/s/ Carlos Henrique
Boquimpani de Freitas |
|
| |
Name: Carlos Henrique Boquimpani de Freitas |
|
| |
Title: Chief Financial Officer |
|
POWER OF
ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Pedro Jorge
Guterres Quintans Graça and Carlos Henrique Boquimpani de Freitas
and each of them, individually, as his or her true and lawful
attorneys-in-fact and agents, 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, in connection with this
registration statement, including to sign in the name and on behalf
of the undersigned, this registration statement and any and all
amendments thereto, including post-effective amendments and
registrations filed pursuant to Rule 462 under the Securities Act,
as amended, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the U.S. Securities
and Exchange Commission, granting unto each such attorney-in-fact
and agent full power and authority to do and perform each and every
act in person, hereby ratifying and confirming all that each said
attorney-in-fact and agent, or his or her 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 and on the
dates indicated.
|
Signature
|
Title
|
Date
|
| |
|
|
|
/s/ Pedro Jorge Guterres Quintans Graça
|
Chief
Executive Officer and Director
(principal executive officer) |
February 22, 2021 |
| Pedro Jorge Guterres Quintans
Graça |
| |
|
|
|
/s/ Carlos Henrique Boquimpani de Freitas
|
Chief
Financial Officer
(principal financial and principal accounting officer) |
February 22, 2021 |
| Carlos Henrique Boquimpani de
Freitas |
| |
|
|
|
/s/ Bruno Augusto Sacchi Zaremba
|
Chairman of the Board of Directors |
February 22, 2021 |
| Bruno Augusto Sacchi Zaremba |
| |
|
|
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/s/ Edson Gustavo Georgette Peli
|
Director |
February 22, 2021 |
| Edson Gustavo Georgette Peli |
| |
|
|
|
/s/ Fernando Cezar Dantas Porfírio Borges
|
Director |
February 22, 2021 |
| Fernando Cezar Dantas Porfírio
Borges |
| |
|
|
|
/s/ Lywal Salles Filho
|
Director |
February 22, 2021 |
| Lywal Salles Filho |
| |
|
|
|
/s/ Rivadávia Correa Drummond de Alvarenga Neto
|
Director |
February 22, 2021 |
| Rivadávia Correa Drummond de
Alvarenga Neto |
| |
|
|
|
/s/ Claudia Pagnano
|
Director |
February 22, 2021 |
| Claudia Pagnano |
| |
|
|
| |
|
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned, the duly authorized
representative in the United States of Vitru Limited has signed
this registration statement on February 22, 2021.
| |
|
| By: |
/s/ Colleen
A. DeVries |
|
| |
Name: Colleen A. DeVries |
|
| |
Title: Senior Vice President Cogency Global Inc. |
|
