As filed with the Securities and Exchange Commission on March 20, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Box, Inc.
(Exact name of
Registrant as specified in its charter)
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Delaware
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20-2714444
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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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900 Jefferson Ave.
Redwood City, California 94063
(Address of principal executive offices, including zip code)
2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plan)
Aaron Levie, Chairman and Chief Executive Officer
Dylan Smith, Chief Financial Officer
Box, Inc.
900 Jefferson
Ave.
Redwood City, California 94063
(877)
729-4269
(Name, address and telephone number, including area code, of agent for service)
Copies to:
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Jose F. Macias, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo
Alto, California 94304
(650)
493-9300
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David Leeb, Esq.
Box, Inc.
900 Jefferson
Ave.
Redwood City, California 94063
(877)
729-4269
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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. ☐
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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Class A common stock, $0.0001 par value per
share:
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2015 Equity Incentive Plan
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7,215,537
(2)
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$19.76
(4)
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$142,579,011.12
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$17,280.58
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2015 Employee Stock Purchase Plan
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1,443,107
(3)
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$16.80
(5)
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$24,244,197.60
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$2,938.40
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TOTAL:
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8,658,644
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$166,823,208.72
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$20,218.98
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
Securities Act
), this
Registration Statement shall also cover any additional shares of the Registrants Class A common stock (
Class
A common stock
) that become issuable under the Registrants 2015 Equity Incentive Plan
(
2015 Plan
) and the Registrants 2015 Employee Stock Purchase Plan (
2015 ESPP
), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of
consideration that increases the number of outstanding shares of Class A common stock.
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(2)
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Reflects an automatic increase to the number of shares of Class A common stock reserved for issuance
pursuant to future awards under the 2015 Plan, which annual increase is provided for in the 2015 Plan.
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(3)
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Reflects an automatic increase to the number of shares of Class A common stock reserved for issuance under
the 2015 ESPP, which annual increase is provided for in the 2015 ESPP.
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(4)
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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 $19.76 per share, which is the average of the high and low prices of Class A common stock, as reported on the New York Stock Exchange, on March 15, 2019.
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(5)
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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 85% of $19.76 per share, which is the average of the high and low prices of Class A common stock, as reported on the New York Stock Exchange, on March 15, 2019. Pursuant to the 2015 ESPP,
the purchase price of the shares of Class A common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of a share of Class A common stock on the first trading day of the offering period or on
the exercise date.
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