As filed with the Securities and Exchange Commission on February 27, 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
 

  Care.com, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
20-5785879
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
 
77 Fourth Avenue, Fifth Floor
Waltham, MA 02451
(781) 642-5900
 
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
2014 Incentive Award Plan
(Full Title of the Plan)
 
 
Sheila Lirio Marcelo
President
Care.com, Inc.
77 Fourth Avenue, Fifth Floor
Waltham, MA 02451
(781) 642-5900
 
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:
 
John H. Chory
Susan L. Mazur
Latham & Watkins LLP
1000 Winter Street, Suite 3700
Waltham, MA 02451
Telephone: (781) 434-6700
Facsimile: (781) 434-6601
 
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   o
 
Accelerated filer  x
Non-accelerated filer  o
(Do not check if a smaller reporting company)
 
Smaller reporting company   o
 
 
Emerging growth company  x
 
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 13(a) of the Exchange Act. x

CALCULATION OF REGISTRATION FEE




 
 
 
 
Proposed Maximum
 
Proposed Maximum
 
 
Title of Securities
 
Amount to be
 
Offering
 
Aggregate
 
Amount of
to be Registered
 
Registered(1)
 
Price Per Share
 
Offering Price
 
Registration Fee
Common Stock, par value $0.001 per share
 
1,407,514 shares(2)
 
$17.475(3)
 
$24,596,307.15(3)
 
$3,062.24
 
 
(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 Registrant’s 2014 Incentive Award Plan (the “ 2014 Plan ”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2)
Represents shares of Common Stock available for future issuance under the 2014 Plan.
(3)
Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act for purposes of calculating the registration fee, the Proposed Maximum Offering Price Per Share is $17.475, which is the average of the high and the low price of the Registrant’s common stock as reported on The New York Stock Exchange on February 20, 2018.





STATEMENT OF INCORPORATION BY REFERENCE
  
This registration statement on Form S-8 is filed to register the offer and sale of an additional 1,407,514 shares of the Registrant’s common stock, par value $0.001 per share, to be issued under the 2014 Plan. This registration statement incorporates by reference the Registrant's registration statements on Form S-8, File No. 333-193640 and File No. 333-216989, as filed by the Registrant with the Securities and Exchange Commission on January 29, 2014 and March 28, 2017, respectively.

 Item 8. Exhibits .
 
Exhibit Number
 
Description of Exhibit
 
 
 
4.1
 
 
 
 
4.2
 
 
 
 
4.3
 
 
 
 
4.4
 
 
 
 
5.1+
 
 
 
 
23.1+
 
 
 
 
23.2+
 
 
 
 
24.1
 
Power of Attorney (included on signature page hereto)
 
 
 
99.1
 
 

+              Filed herewith





SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Waltham, Massachusetts, on this 27th day of February, 2018.
 
 
CARE.COM, INC.
 
 
 
 
 
By:
/s/ Sheila Lirio Marcelo
 
 
Sheila Lirio Marcelo
 
 
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
POWER OF ATTORNEY AND SIGNATURES
 
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Sheila Lirio Marcelo, Michael Echenberg and Diane Musi, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, 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 has been signed by the following persons in the capacities and on the date indicated.
 




Dated: February 27, 2018
 
 
/s/ Sheila Lirio Marcelo
 
 
 
Sheila Lirio Marcelo
 
 
 
President, Chief Executive Officer and Director
 
 
 
(Principal Executive Officer)
 
 
 
 
Dated: February 27, 2018
 
 
/s/ Michael Echenberg
 
 
 
Michael Echenberg
 
 
 
Executive Vice President and Chief Financial Officer
 
 
 
(Principal Financial and Accounting Officer)
 
 
 
 
Dated: February 27, 2018
 
 
/s/ George Bell
 
 
 
George Bell
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
/s/ Marla Blow
 
 
 
Marla Blow
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
 
 
 
 
William H. Harris
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
/s/ Chet Kapoor
 
 
 
Chet Kapoor
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
/s/ J. Sanford Miller
 
 
 
J. Sanford Miller
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
 
 
 
 
Joanna Rees
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
/s/ I. Duncan Robertson
 
 
 
I. Duncan Robertson
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
/s/ Laela Sturdy
 
 
 
Laela Sturdy
 
 
 
Director
 
 
 
 
Dated: February 27, 2018
 
 
/s/ Daniel S. Yoo
 
 
 
Daniel S. Yoo
 
 
 
Director




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