Securities Registration: Employee Benefit Plan (s-8)
09 Mayo 2022 - 6:06AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 6, 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
ROCKET LAB
USA, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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98-1550340 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
3881 McGowen Street
Long Beach, California 90808
(714) 465-5737
(Address of Principal Executive Offices)
Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan
Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan
(Full Title of the Plans)
Peter Beck
Rocket Lab
USA, Inc.
President, Chief Executive Officer and Chairman
3881 McGowen Street
Long
Beach, CA 90808
(714) 465-5737
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Arjun Kampani |
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Senior Vice President, General |
W. Stuart Ogg |
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Counsel and Secretary |
Goodwin Procter LLP |
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Rocket Lab USA, Inc. |
601 Marshall Street |
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3881 McGowen Street |
Redwood City, CA 94063 |
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Long Beach, CA 90808 |
(650) 752-3100 |
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(714) 465-5737 |
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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☒ |
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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
This
Registration Statement registers an aggregate of (i) 22,552,400 additional shares of common stock, par value $0.0001 per share (Common Stock) reserved for issuance under the Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan (the
2021 Plan) and (ii) 4,510,480 additional shares of Common Stock reserved for issuance under the Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (the ESPP), pursuant to an evergreen provision in the 2021
Plan and ESPP, respectively. This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 with the Securities and
Exchange Commission on November 1, 2021 (Registration No. 333-260671) is effective. Pursuant to
Instruction E of Form S-8, the information contained in the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 1, 2021
(Registration No. 333-260671) is incorporated by reference herein.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Certificate of Incorporation of Rocket Lab USA, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K
filed by Rocket Lab USA, Inc. on August 30, 2021). |
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4.2 |
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Bylaws of Rocket Lab USA, Inc. (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by Rocket
Lab USA, Inc. on August 30, 2021). |
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5.1* |
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Opinion of Goodwin Procter LLP. |
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23.1* |
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Consent of Deloitte & Touche, LLP |
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23.2* |
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Consent of Goodwin Procter LLP (included as part of Exhibit 5.1). |
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24.1* |
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Power of Attorney (included on signature page of the Registration Statement). |
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99.1# |
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Rocket Lab USA, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Annex H to the Proxy Statement/Prospectus
filed July 21, 2021). |
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99.2# |
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Rocket Lab USA, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Annex I to the Proxy Statement/Prospectus filed
July 21, 2021). |
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107* |
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Filing Fee Table. |
# |
Includes a management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Long Beach, California, on May 6, 2022.
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Rocket Lab USA, Inc. |
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By: |
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/s/ Peter Beck |
Name: |
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Peter Beck |
Title: |
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President, Chief Executive Officer and Chairman |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Beck and Adam Spice, and
each of them, as his or her true and lawful attorneys-in-fact and agent, 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 any and all 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 United States 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 to 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 any of them, or their or his substitutes or substitute, 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 dates indicated.
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Name |
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Position |
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Date |
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/s/ Peter Beck |
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President, Chief Executive Officer and Chairman |
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May 6, 2022 |
Peter Beck |
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(Principal Executive Officer) |
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/s/ Adam Spice |
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Chief Financial Officer |
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May 6, 2022 |
Adam Spice |
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(Principal Financial Officer and Principal Accounting Officer) |
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/s/ David Cowan |
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Director |
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May 6, 2022 |
David Cowan |
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/s/ Michael Griffin |
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Director |
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May 6, 2022 |
Michael Griffin |
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/s/ Matthew Ocko |
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Director |
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May 6, 2022 |
Matthew Ocko |
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/s/ Jon Olson |
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Director |
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May 6, 2022 |
Jon Olson |
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/s/ Merline Saintil |
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Director |
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May 6, 2022 |
Merline Saintil |
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/s/ Alex Slusky |
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Director |
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May 6, 2022 |
Alex Slusky |
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/s/ Sven Strohband |
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Director |
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May 6, 2022 |
Sven Strohband |
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