Securities Registration: Employee Benefit Plan (s-8)
23 Junio 2023 - 4:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on June 23, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
TRUECAR, INC.
(Exact name of registrant
as specified in its charter)
| Delaware |
04-3807511 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
1401 Ocean Avenue, Suite 200
Santa Monica, California
90401
(Address of principal executive
offices, including zip code)
TrueCar, Inc. 2023
Equity Incentive Plan
(Full title of the plan)
Jantoon Reigersman
President and Chief Executive
Officer
TrueCar, Inc.
1401 Ocean Avenue, Suite 200
Santa Monica, California
90401
(800) 200-2000
(Name, address and telephone
number, including area code, of agent for service)
Copies to:
David J. Segre
Cooley LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5335 |
Jeffrey Swart
General Counsel
Scott Watkinson
Deputy General Counsel
TrueCar, Inc.
1401 Ocean Ave., Suite 200
Santa Monica, California 90401
(800) 200-2000 |
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.
| Large accelerated filer ¨ |
Accelerated filer x |
| |
|
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
| |
|
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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
This Registration Statement on Form S-8 (this
“Registration Statement”) is filed by TrueCar, Inc. (the “Registrant”) to register 36,452,012 shares of
the Registrant's common stock, par value $0.0001 per share (“Common Stock”), issuable under the TrueCar, Inc. 2023 Equity
Incentive Plan (the “2023 Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The information called for by Part I of Form S-8
is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act of 1933, as amended (the “Securities
Act”), and the instructions to Form S-8. In accordance with the rules and regulations of the Securities and Exchange
Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission
either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the
Registrant with the Commission pursuant to the Securities Act and the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), are incorporated herein by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on February 24, 2023;
(2) All other reports filed with the Commission pursuant
to Section 13(a) or 15(d) of the Exchange Act (other than the reports, or portions thereof, deemed to have been furnished
and not filed with the Commission) since the end of the fiscal year covered by the Annual Report referred to in (a) above; and
(3) The description of the Registrant’s Common
Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-36449) filed with the Commission on May 9, 2014, including any amendments or reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that
deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have
been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this
Registration Statement. 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 herein or in
any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Officers and Directors.
The Registrant’s amended and restated certificate
of incorporation contains provisions that eliminate, to the maximum extent permitted by the General Corporation Law of the State of Delaware,
the personal liability of the Registrant’s directors and executive officers for monetary damages for breach of their fiduciary
duties as directors or officers. The Registrant’s amended and restated certificate of incorporation and bylaws provide that the
Registrant must indemnify its directors and executive officers and may indemnify its employees and other agents to the fullest extent
permitted by the General Corporation Law of the State of Delaware.
Sections 145 and 102(b)(7) of the General
Corporation Law of the State of Delaware provide that a corporation may indemnify any person made a party to an action by reason of the
fact that he or she was a director, executive officer, employee or agent of the corporation or is or was serving at the request of a
corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his or her conduct was unlawful, except that, in the case of an action by or in right of the corporation, no indemnification
may generally be made in respect of any claim as to which such person is adjudged to be liable to the corporation.
The Registrant has entered into indemnification
agreements with its directors and executive officers, in addition to the indemnification provided for in its amended and restated certificate
of incorporation and bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the
future.
The Registrant has purchased and intends to maintain
insurance on behalf of each and any person who is or was a director or officer of the Registrant against any loss arising from any claim
asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.
See also the undertakings set out in response
to Item 9 herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
A. The undersigned Registrant hereby
undertakes that:
(1) It will 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 the 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 the 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 the effective registration statement; and
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information
in the 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 periodic reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2) 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) It will 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 any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or
Section 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 the 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 foregoing
provisions, 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.
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 the City
of Miami, State of Florida, on June 23, 2023.
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TRUECAR, INC. |
| |
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By: |
/s/
Jantoon E. Reigersman |
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|
Jantoon
E. Reigersman |
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|
President
and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Jantoon E. Reigersman, Teresa T. Luong and Jeffrey J. Swart, and each of
them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-8 of TrueCar, Inc.,
and any or all amendments thereto (including post-effective amendments), 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 or necessary to be done in and about the premises hereby ratifying
and confirming all that said attorneys-in-fact and agent, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Jantoon E. Reigersman |
|
President
and Chief Executive Officer |
|
June 23,
2023 |
| Jantoon
E. Reigersman |
|
(Principal
Executive Officer and Director) |
|
|
| |
|
|
|
|
| /s/
Teresa T. Luong |
|
Chief
Financial Officer |
|
June 23,
2023 |
| Teresa
T. Luong |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Robert E. Buce |
|
Director |
|
June 23,
2023 |
| Robert
E. Buce |
|
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|
|
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| /s/
Barbara A. Carbone |
|
Director |
|
June 23,
2023 |
| Barbara
A. Carbone |
|
|
|
|
| |
|
|
|
|
| /s/
Brendan L. Harrington |
|
Director |
|
June 23,
2023 |
| Brendan
L. Harrington |
|
|
|
|
| |
|
|
|
|
| /s/
Faye M. Iosotaluno |
|
Director |
|
June 23,
2023 |
| Faye
M. Iosotaluno |
|
|
|
|
| |
|
|
|
|
| /s/
Erin N. Lantz |
|
Director |
|
June 23,
2023 |
| Erin
N. Lantz |
|
|
|
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