Securities Registration: Employee Benefit Plan (s-8)
June 24 2022 - 4:53PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 24, 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
AMERICAN WELL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
7372 |
20-5009396 |
(State or Other Jurisdiction of
Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer
Identification No.) |
| |
75 State Street, 26th Floor
Boston, MA 02109
|
|
| (Address of Principal Executive Offices) |
|
American Well Corporation 2020 Equity Incentive
Plan
American Well Corporation 2020 Employee Stock
Purchase Plan
(Full Titles of the Plans)
|
Ido Schoenberg
Chairman, Co-Chief
Executive Officer
American Well Corporation
75 State Street, 26th
Floor
Boston, MA 02109
(617) 204-3500
(Name, Address, Including
Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
| With copies to: |
|
Adam Kaminsky
Michael
Kaplan
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
(212) 450-4000
|
|
Bradford Gay
SVP, General Counsel
American Well Corporation
75 State Street, 26th
Floor
Boston, MA 02109
(617) 204-3500
|
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 ☐ (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. ☐
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8,
American Well Corporation (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”)
with the U.S. Securities and Exchange Commission (the “Commission”) to register additional shares of Class A common stock,
$0.01 par value per share, of the Registrant (“Class A Common Stock”) for issuance under the 2020 Equity Incentive Plan (the
“2020 Plan”) and the 2020 Employee Stock Purchase Plan (“2020 ESPP”). The number of shares of Class A Common Stock
available for issuance under the 2020 Plan is subject to an annual increase on the first day of each calendar year beginning on January
1, 2021 and ending on (and including) January 1, 2029 by an amount equal to the lesser of (i) five percent (5%) of the number of shares
of all classes of the Registrant’s common stock outstanding on the last day of the immediately preceding fiscal year and (ii) such
smaller number of shares of all classes of the Registrant’s common stock as determined by the Registrant’s Board of Directors
(the “Board”) (the “2020 Plan Evergreen Provision”). The number of shares of Class A Common Stock available for
issuance under the 2020 ESPP is subject to an annual increase on the first day of each calendar year beginning on January 1, 2021 and
ending on (and including) January 1, 2029 by an amount equal to the least of (i) one percent (1%) of the number of shares of Class A Common
Stock outstanding as of the date on which the registration statement covering the initial public
offering of Class A Common Stock was declared effective by the Commission, (ii) one percent (1%) of number of shares of all classes
of the Registrant’s common stock outstanding on the final day of the immediately preceding calendar year or (iii) such smaller number
of shares of Class A Common Stock as determined by the Board (the “ESPP Evergreen Provision”). On January 1, 2021, the number
of shares of Class A Common Stock available for issuance pursuant to the 2020 Plan Evergreen Provision and the ESPP Evergreen Provision
increased by 11,780,205 and 2,298,911 shares, respectively, and on January 1, 2022, the number of shares of Class A Common Stock available
for issuance pursuant to the 2020 Plan Evergreen Provision and the ESPP Evergreen Provision increased by 13,093,579 and 2,298,911 shares,
respectively. This Registration Statement registers such additional shares of Class A Common Stock.
This Registration Statement hereby incorporates
by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on September 18, 2020
(File No. 333-248894) to the extent not superseded hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant
with the Commission under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of
1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a) The Registrant’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2021 filed by the Registrant with the Commission on February 28, 2022, which contains
the Company’s audited financial statements for the latest fiscal year for which such statements have been filed;
(b) The Registrant’s Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2022, filed with the Commission on May 10, 2022; and
(c) The description of the Registrant’s
securities included in Exhibit 4.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
In addition, all documents subsequently filed
by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than documents or any information therein
deemed to have been furnished and not filed in accordance with rules of the Commission), 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, 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.
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 8. Exhibits.
|
Exhibit Number |
|
| 4.1 |
Form of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, No. 333-248309, filed on September 8, 2020) |
| 4.2 |
Form of Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant’s Amendment No. 1 to Registration Statement on Form S-1, No. 333-248309, filed on September 8, 2020) |
| 4.3 |
Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1, No. 333-248309, filed on August 24, 2020) |
| 4.4 |
Second Amended and Restated Investors’ Rights Agreement, dated October 8, 2010, as amended on November 1, 2016, May 29, 2018 and September 5, 2019 (incorporated by reference to Exhibits 4.2 through 4.5 of the Registrant’s Registration Statement on Form S-1, No. 333-248309, filed on August 24, 2020) and Amendment No. 5 and Joinder to Second Amended and Restated Investors’ Right Agreement, dated September 21, 2020 (incorporated by reference to Exhibit 10.1 of the Registrations Current Report on Form 8-K, No. 001-39515, filed on September 22, 2020) |
___________
* Filed
herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant, American Well Corporation, 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 Boston, Commonwealth of Massachusetts, on the 24th day of June, 2022.
| |
AMERICAN WELL CORPORATION
|
| |
|
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By: |
/s/ Ido Schoenberg |
| |
|
Name: |
Ido Schoenberg |
| |
|
Title: |
Chairman and co-Chief Executive Officer |
| |
|
|
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By: |
/s/ Roy Schoenberg |
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Name: |
Roy Schoenberg |
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Title: |
President and co-Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
Know all persons by these presents, that each
person whose signature appears below constitutes and appoints Ido Schoenberg, Roy Schoenberg and Bradford Gay, and each of them, as his
or her true and lawful attorney-in-fact and agents, upon the action of such appointee, with full power of substitution and resubstitution,
to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which each of said attorneys-in-fact
and agents may deem necessary or advisable in order to enable American Well Corporation to comply with the Securities Act, and any requirements
of the Commission in respect thereof, in connection with the filing with the Commission of this Registration Statement under the Securities
Act, including specifically but without limitation, power and authority to sign the name of the undersigned to such Registration Statement,
and any amendments to such Registration Statement (including post-effective amendments), and to file the same with all exhibits thereto
and other documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices or
other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents
in connection therewith with the appropriate state securities authorities, granting unto each of said attorneys-in-fact and agents full
power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as
fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of
said attorneys-in-fact and agents 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:
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Signature
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Title
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Date
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/s/ Ido Schoenberg
Ido Schoenberg, MD
|
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Chairman and co-Chief
Executive Officer
(Principal Executive
Officer and Director)
|
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June 24, 2022 |
| |
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/s/ Roy Schoenberg
Roy Schoenberg, MD, MPH
|
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President and co-Chief
Executive Officer
(Principal Executive
Officer and Director)
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June 24, 2022 |
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/s/ Robert Shepardson
Robert Shepardson
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Chief Financial Officer
(Principal Financial
Officer)
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June 24, 2022 |
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/s/ Paul McNeice
Paul McNeice
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Vice President of Accounting
(Principal Accounting Officer) |
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June 24, 2022 |
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/s/ Deval Patrick
Deval Patrick
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Director |
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June 24, 2022 |
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/s/ Stephen Schlegel
Stephen Schlegel
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Director |
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June 24, 2022 |
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/s/ Dr. Peter Slavin
Dr. Peter Slavin
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Director
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June 24, 2022 |
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/s/ Derek Ross
Derek Ross
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Director |
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June 24, 2022 |
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Signature
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Title
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Date
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/s/ Dr. Delos (Toby) Cosgrove
Dr. Delos (Toby) Cosgrove
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Director |
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June 24, 2022 |
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/s/ Deborah Jackson
Deborah Jackson
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Director |
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June 24, 2022 |
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