As filed with the Securities and Exchange Commission on February 26, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FITBIT, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8920744
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Fitbit, Inc.
199 Fremont Street, 14th Floor
San Francisco, California 94105
(Address of Principal Executive Offices) (Zip Code)
2015 Equity Incentive Plan
2015 Employee Stock Purchase Plan
(Full title of the plans)
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James Park
President, Chief Executive Officer, and Chairman
Fitbit, Inc.
199 Fremont Street, 14th Floor
San Francisco, California 94105
(415) 513-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Please send copies of all communications to:
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Cynthia C. Hess, Esq.
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Andy Missan, Esq.
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James D. Evans, Esq.
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Executive Vice President and
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Ran D. Ben-Tzur, Esq.
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General Counsel
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Fenwick & West LLP
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Fitbit, Inc.
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801 California Street
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199 Fremont Street, 14th Floor
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Mountain View, California 94041
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San Francisco, California 94105
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(650) 988-8500
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(415) 513-1000
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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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x
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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o
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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. o
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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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Class A common stock, $0.0001 par value per share
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-Reserved for future issuance under the 2015 Equity Incentive Plan
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13,244,171(2)
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$6.40(3)
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$84,762,695.00
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$11,003.00
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-Reserved for future issuance under the 2015 Employee Stock Purchase Plan
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2,648,834(4)
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$5.44(5)
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$14,409,657.00
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$1,871.00
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TOTAL
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15,893,005
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N/A
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$99,172,352.00
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$12,874.00
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(1)
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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 Class A common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
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(2)
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Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the Registrant’s 2015 Equity Incentive Plan (the “EIP”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the EIP on January 1 of each of 2016 through 2025. The annual increase is equal to the lesser of (a) 5% of the number of shares of the Registrant’s Class A common stock and Class B common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of shares determined by the Registrant’s board of directors. The Registrant’s board of directors determined that the number of shares reserved for issuance under the EIP on January 1, 2020 shall be increased by 13,244,171 shares.
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(3)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on February 21, 2020.
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(4)
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Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the Registrant’s 2015 Employee Stock Purchase Plan (the “ESPP”) resulting from the automatic annual increase in the number of authorized shares reserved and available for issuance under the ESPP on January 1 of each calendar year. The annual increase is equal to the lesser of (a) 1% of the number of shares of the Registrant’s Class A common stock and Class B common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of shares determined by the Registrant’s board of directors (or its authorized committees). The Registrant’s board of directors determined that the number of shares reserved for issuance under the ESPP on January 1, 2020 shall be increased by 2,648,834 shares.
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(5)
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Estimated pursuant to Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s Class A common stock as reported on the New York Stock Exchange on February 21, 2020. Under the ESPP, the purchase price of a share of Class A common stock is equal to 85% of the fair market value of the Registrant’s Class A common stock on the offering date or the purchase date, whichever is less.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Fitbit, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 13,244,171 additional shares of Class A common stock under the Registrant’s 2015 Equity Incentive Plan and 2,648,834 additional shares of Class A common stock under the Registrant’s 2015 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on June 18, 2015 (Registration No. 333-205045), the Registrant’s registration statement on Form S-8 filed with the Commission on February 29, 2016 (Registration No. 333-209787), the Registrant’s registration statement on Form S-8 filed with the Commission on March 1, 2017 (Registration No. 333-216382), the Registrant’s registration statement on Form S-8 filed with the Commission on March 1, 2018 (Registration No. 333-223381) and the Registrant’s registration statement on Form S-8 filed with the Commission on March 1, 2019 (Registration No. 333-230028). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
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 pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
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(a)
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the Registrant’s Annual Report on Form 10-K filed with the Commission on February 26, 2020;
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(g)
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all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
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(h)
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the description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-37444) filed with the Commission on June 15, 2015 under Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.
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All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. 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 in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.
Item 8. Exhibits.
The following exhibits are filed herewith:
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Exhibit
Number
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Exhibit Description
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Incorporated by Reference
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Filed
Herewith
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Form
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File No.
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Exhibit
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Filing
Date
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4.1
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10-Q
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001-37444
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3.1
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8/7/2015
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4.2
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10-Q
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001-37444
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3.2
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8/7/2015
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4.3
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S-1/A
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333-203941
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4.1
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6/2/2015
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5.1
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X
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23.1
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X
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23.2
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X
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23.3
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X
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24.1
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X
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99.1
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S-1
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333-203941
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10.3
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5/7/2015
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99.2
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8-K
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001-37444
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10.1
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2/9/2016
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99.3
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S-1
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333-203941
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10.4
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5/7/2015
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of San Francisco, State of California, on this 26th day of February, 2020.
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FITBIT, INC.
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By:
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/s/ James Park
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James Park
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President, Chief Executive Officer, and Chairman
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints James Park and Ronald W. Kisling, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, 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 connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, 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 on behalf of the Registrant 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/ James Park
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President, Chief Executive Officer, and Chairman
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James Park
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(Principal Executive Officer)
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February 26, 2020
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/s/ Ronald W. Kisling
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Chief Financial Officer
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Ronald W. Kisling
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(Principal Financial and Accounting Officer)
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February 26, 2020
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/s/ Eric N. Friedman
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Eric N. Friedman
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Chief Technology Officer and Director
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February 26, 2020
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/s/ Laura J. Alber
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Laura J. Alber
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Director
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February 26, 2020
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/s/ Bradley M. Fluegel
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Bradley M. Fluegel
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Director
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February 26, 2020
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/s/ Glenda Flanagan
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Glenda Flanagan
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Director
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February 26, 2020
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/s/ Steven Murray
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Steven Murray
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Director
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February 26, 2020
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/s/ Christopher Paisley
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Christopher Paisley
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Director
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February 26, 2020
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/s/ Matthew Bromberg
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Matthew Bromberg
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Director
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February 26, 2020
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