Securities Registration: Employee Benefit Plan (s-8)
12 Septiembre 2022 - 3:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 12, 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
NortonLifeLock
Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization) |
77-0181864
(I.R.S. Employer
Identification No.) |
60
E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Address of Principal Executive Offices and Zip Code)
Avast plc 2018 Long Term Incentive Plan
(Full
Title of the Plan)
Bryan
Ko
Chief Legal Officer and Corporate Secretary
60 E. Rio Salado Parkway, Suite 1000
Tempe, AZ 85281
(Name and Address of Agent For Service)
(650)
527-8000
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Sophia Hudson, P.C.
Kirkland &
Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: 212-446-4750
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 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 | x | Accelerated
filer |
¨ |
Non-accelerated filer | ¨ | 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
On
September 12, 2022, NortonLifeLock Inc. (“Norton” or the “Registrant”) completed its acquisition of Avast
plc (“Avast”) (the “Merger”). The Merger was effected by means of a scheme of arrangement under Part 26
of the UK Companies Act 2006, as amended, sanctioned by the High Court of Justice in England and Wales (the “Scheme”) and
in accordance with the announcement pursuant to Rule 2.7 of the UK City Code on Takeovers
and Mergers issued on August 10, 2021, and a co-operation agreement among Norton, Avast and Nitro Bidco Limited (the “Co-operation
Agreement”), dated as of August 10, 2021, as amended on July 15, 2022, by and among
the Company, Nitro Bidco Limited and Avast. The Scheme became effective at 1:00 P.M., Eastern Daylight Time, on September 9,
2022 (the “Effective Time”) pursuant to the order of the High Court of Justice in England and Wales sanctioning the Scheme
under Section 899 of the UK Companies Act 2006 and, as a result, Avast became a wholly-owned subsidiary of Norton.
The Co-operation Agreement contains provisions
that apply in respect of the Avast plc 2018 Long Term Incentive Plan, as amended from time to time (the “Plan”). Pursuant
to the Co-operation Agreement, at the Effective Time:
• each
Avast restricted stock unit award with respect to Avast ordinary shares that was outstanding immediately prior to the Effective Time
under the Plan was substituted by Norton with a corresponding Norton restricted stock unit award relating to shares of Common Stock,
with the number of shares of Common Stock subject to such award determined in accordance with the formulas set forth in the Co-operation
Agreement, and
• each
Avast performance stock unit award with respect to Avast ordinary shares that was outstanding as of immediately prior to the Effective
Time under the Plan was substituted by Norton with a Norton restricted stock unit award relating to shares of Common Stock, that vests
based on the holder’s continued service following the Effective Time, with the number of shares of Common Stock subject to such
award determined in accordance with the formulas set forth in the Co-operation Agreement.
As at the date of the Effective Date, there were
outstanding awards under the Plan of an aggregate of 10,027,439 Avast ordinary shares.
Norton
also became the plan sponsor of the Plan and is registering 8,041,071 shares of Norton’s common stock, par value $0.01
per share (the “Common Stock”) to be offered and sold under the Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8
will be delivered to employees, without charge, as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities
Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”),
such information is not being filed with the Commission as part of this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed
by the Registrant with the Commission, are hereby incorporated by reference in this Registration Statement:
| (b) | all other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (“Exchange Act”) since the end
of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above;
and |
| (c) | the description of the Registrant’s securities contained in
the Registrant’s Registration Statement on Form 8-A filed with the Commission
on May 24, 1989, as amended by the description of the Registrant’s securities
contained in Exhibit 4.02 of the Registrant’s Annual Report on Form 10-K
filed with the Commission on May 20, 2022 and as further amended by any subsequent amendment
or report filed for the purpose of updating such description. |
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Unless expressly incorporated into this Registration
Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this
Registration Statement, except as to specific sections of such statements 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 4. | Description of Securities. |
Not applicable.
| Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
| Item 6. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation
Law (the “DGCL”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement
for expenses incurred) arising under the Securities Act.
As permitted by Sections 102(b)(7) and 145
of the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation includes a provision that eliminates the personal
liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:
| • | for
any breach of the director’s duty of loyalty to Registrant or its stockholders; |
| • | for
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation
of the law; |
| • | under
Section 174 of the DGCL regarding unlawful dividends and stock purchases; and |
| • | for
any transaction from which the director derived an improper personal benefit. |
Article 7 of the Registrant’s Amended
and Restated Certificate of Incorporation, as amended, limits the liability of directors to the fullest extent permitted by Section 102(b)(7).
As permitted by the DGCL, Registrant’s Amended
and Restated Bylaws (the “Bylaws”) provide that:
| • | the
Registrant is required to indemnify its directors and officers to the fullest extent permitted
by the DGCL, subject to limited exceptions; |
| • | the
Registrant is required to advance expenses, as incurred, to its directors and officers in
connection with a legal proceeding to the fullest extent permitted by the DGCL, subject to
limited exceptions; and |
| • | the
rights conferred in the Bylaws are not exclusive. |
Registrant has entered into indemnity agreements
with each of its current directors and officers to give such directors and officers additional contractual assurances regarding the scope
of the indemnification set forth in Registrant’s Amended and Restated Certificate of Incorporation and Bylaws and to provide additional
procedural protections.
Registrant maintains directors’ and officers’
liability insurance and has extended that coverage for public securities matters.
See also the undertakings set out in response to
Item 9.
In addition, the Registrant has entered into various
merger agreements and registration rights agreements in connection with its acquisitions of and mergers with various companies and its
financing activities under which the parties to those agreements have agreed to indemnify the Registrant and its directors, officers,
employees and controlling persons against specified liabilities.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| 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 this Registration
Statement; and |
| (iii) | To include any material information with respect to the plan of distribution
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 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
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 indemnification provisions summarized in Item 6, 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. |
To effect the above, each of the undersigned has
executed this Power of Attorney as of the date indicated beside each name.
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 Mountain View, State of California, on September 12, 2022.
| By: | /s/
Vincent Pilette |
| | Vincent Pilette, Chief Executive Officer |
POWER OF ATTORNEY TO SIGN AMENDMENTS
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (each being an officer and/or director of the Registrant)
does hereby constitute and appoint Vincent Pilette and Bryan Ko, and each of them, with full power of substitution, such person’s
true and lawful attorneys-in-fact and agents for such person in such person’s name, place and stead, in any and all capacities,
to sign any or all amendments (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 full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be signed in one or more counterparts.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and
on the dates indicated.
Signature |
|
Capacity |
|
Date |
|
|
|
|
|
/s/
Vincent Pilette |
|
Chief Executive Officer and
Director |
|
September 12, 2022 |
Vincent Pilette |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/
Natalie Derse |
|
Chief Financial Officer |
|
September 12, 2022 |
Natalie Derse |
|
(Principal Financial Officer) |
|
|
|
|
|
|
|
/s/
Frank E. Dangeard |
|
Chair of the Board |
|
September 12, 2022 |
Frank E. Dangeard |
|
|
|
|
|
|
|
|
|
/s/
Sue Barsamian |
|
Director |
|
September 12, 2022 |
Sue Barsamian |
|
|
|
|
|
|
|
|
|
/s/
Erik K. Brandt |
|
Director |
|
September 12, 2022 |
Erik K. Brandt |
|
|
|
|
|
|
|
|
|
/s/
Nora Denzel |
|
Director |
|
September 12, 2022 |
Nora Denzel |
|
|
|
|
|
|
|
|
|
/s/
Peter A. Feld |
|
Director |
|
September 12, 2022 |
Peter A. Feld |
|
|
|
|
|
|
|
|
|
/s/
Kenneth Hao |
|
Director |
|
September 12, 2022 |
Kenneth Hao |
|
|
|
|
|
|
|
|
|
/s/
Emily Heath |
|
Director |
|
September 12, 2022 |
Emily Heath |
|
|
|
|
|
|
|
|
|
/s/
Sherrese Smith |
|
Director |
|
September 12, 2022 |
Sherrese Smith |
|
|
|
|
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