As filed with the Securities and Exchange Commission on February 22, 2021
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Cornerstone OnDemand, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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13-4068197
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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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1601 Cloverfield Blvd.
Suite 620 South
Santa
Monica, CA 90404
(Address of principal executive offices, including zip code)
Cornerstone OnDemand, Inc. 2010 Employee Stock Purchase Plan
(Full title of the plan)
Phil S.
Saunders
Chief Executive Officer
Cornerstone OnDemand, Inc.
1601 Cloverfield Blvd.
Suite 620 South
Santa
Monica, CA 90404
(310) 752-0200
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Rachel
B. Proffitt
Brett White
Jacob B. Hanna
Cooley
LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415) 693-2000
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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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the 2010 Employee Stock Purchase Plan
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1,259,637(2)
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$40.01
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$50,398,076.37(3)
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$5,498.43
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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 common stock that become issuable under the Cornerstone OnDemand, Inc. 2010 Employee Stock Purchase Plan (the 2010 ESPP) by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
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(2)
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Represents shares of common stock that were added to the shares reserved for future issuance under the 2010
ESPP on each of January 1, 2020 (610,375 shares) and January 1, 2021 (649,262 shares) pursuant to an evergreen provision contained in the 2010 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2010 ESPP
Plan shall increase as of the first day of each fiscal year by the least of (i) 1,200,000 shares, (ii) 1.0% of the total number of shares of Common Stock outstanding on December 31st of the
preceding fiscal year or (iii) such number of shares determined by the Registrants Board of Directors (the Board) or the Compensation Committee of the Board.
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(3)
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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 $47.07 per share, which is the average of the high and low prices of the Registrants common stock, as reported on the Nasdaq Global Select Market, on February 12, 2021. Pursuant to
the 2010 ESPP, the purchase price of the shares of the Registrants common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the Registrants common stock on the first trading day of the
offering period or on the exercise date.
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