| As filed with the Securities and Exchange Commission on February 29, 2024 | ||||||||
| Registration No. 333- | ||||||||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
LegalZoom.com, Inc.
(Exact name of Registrant as Specified in Its Charter)
____________________
| Delaware | 95-4752856 | |||||||
(State or Other Jurisdiction of Incorporation) | (IRS Employer Identification No.) | |||||||
101 North Brand Boulevard, 11th Floor Glendale, California | 91203 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
| LegalZoom.com, Inc. 2021 Equity Incentive Plan | ||||||||
| LegalZoom.com, Inc. 2021 Employee Stock Purchase Plan | ||||||||
| (Full titles of plans) | ||||||||
Dan Wernikoff
Chief Executive Officer
101 North Brand Boulevard, 11th Floor
Glendale, California 91203
(323) 962-8600
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
C. Thomas Hopkins
Jodie Bourdet
Logan Tiari
Cooley LLP
1333 2nd Street, Suite 400
Santa Monica, California 90401
(310) 883-6400
____________________
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 | ☒ | Smaller reporting company | ☐ | ||||||||
| Non-accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| 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. ☐
INTRODUCTION
This Registration Statement on Form S-8 is filed by LegalZoom.com, Inc., a Delaware corporation (the “Registrant”), pursuant to General Instruction E to Form S-8, to register (i) 9,426,923 additional shares of the Registrant’s common stock, $0.001 par value per share (“LZ Common Stock”), issuable pursuant to future awards that may be granted under the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 2,828,077 additional shares of LZ Common Stock issuable pursuant to future awards that may be granted under the Registrant’s 2021 Employee Stock Purchase Plan (the “ESPP” and together with the “2021 Plan” the “Plans”). In accordance with such instruction, the Registrant hereby incorporates herein by reference the prior Registration Statements on Form S-8 filed by the Registrant with respect to the Plans on June 30, 2021 (SEC File No. 333-257577), March 24, 2022 (SEC File No. 333-263819) and March 1, 2023 (SEC File No. 333-270178) together with all exhibits filed therewith or incorporated therein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. | |||||||
Exhibit No. | Exhibit Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
23.1* | ||||||||
| 23.2* | ||||||||
| 24.1* | ||||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
____________
*Filed herewith.
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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 Glendale, State of California, on February 29, 2024.
| LegalZoom.com, Inc. | ||||||||
| Date: February 29, 2024 | By: | /s/ Dan Wernikoff | ||||||
| Dan Wernikoff | ||||||||
| Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dan Wernikoff and Noel Watson, and each of them, his or her true and lawful attorneys-in-fact and agents, each 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, including post-effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute or substitutes may lawfully so or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, the following persons have signed this Registration Statement in the capacities and on the date(s) indicated.
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| Signature | Title | Date | ||||||||||||
/s/ Dan Wernikoff | Chief Executive Officer and Director | February 29, 2024 | ||||||||||||
| Dan Wernikoff | (Principal Executive Officer) | |||||||||||||
/s/ Noel Watson | Chief Financial Officer | February 29, 2024 | ||||||||||||
| Noel Watson | (Principal Financial and Accounting Officer) | |||||||||||||
/s/ Elizabeth Hamren | Director | February 29, 2024 | ||||||||||||
| Elizabeth Hamren | ||||||||||||||
/s/ John Murphy | Director | February 29, 2024 | ||||||||||||
John Murphy | ||||||||||||||
/s/ Jeffrey Stibel | Director | February 29, 2024 | ||||||||||||
Jeffrey Stibel | ||||||||||||||
/s/ Neil Tolaney | Director | February 29, 2024 | ||||||||||||
| Neil Tolaney | ||||||||||||||
/s/ Christine Wang | Director | February 29, 2024 | ||||||||||||
Christine Wang | ||||||||||||||
/s/ Sivan Whiteley | Director | February 29, 2024 | ||||||||||||
Sivan Whiteley | ||||||||||||||
4
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
LegalZoom.com, Inc.
Table 1 – Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1)(2) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, par value $0.001 per share, to be issued pursuant to future awards under the 2021 Equity Incentive Plan | 457(a) | 9,426,923 | $10.73 (3) | $101,150,883.79 (3) | $147.60 per $1,000,000 | $14,929.87 | ||||||||||||||||
| Equity | Common Stock, par value $0.001 per share to be issued pursuant to future awards under the 2021 Employee Stock Purchase Plan | 457(a) | 2,828,077 | $9.12 (4) | $25,792,062.24 (4) | $147.60 per $1,000,000 | $3,806.91 | ||||||||||||||||
| Total Offering Amounts | 12,255,000 | $126,942,946.03 | $18,736.78 | ||||||||||||||||||||
| Total Fee Offsets | $0 | ||||||||||||||||||||||
| Net Fee Due | $18,736.78 | ||||||||||||||||||||||
| (1) | In addition to the number of shares of the common stock, par value $0.001 per share (the “Common Stock”), of the Registrant stated above, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional shares of Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. | ||||
| (2) | Represents additional shares of Common Stock that were automatically added to the shares reserved for future issuance under the Registrant’s 2021 Equity Incentive Plan and 2021 Employee Stock Purchase Plan (together, the “Plans”) pursuant to certain provisions of the Plans that provide for an automatic increase in the share reserve each year in accordance with a formula set forth in the applicable Plan. | ||||
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Global Select Market on February 23, 2024. | ||||
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant’s Common Stock on the Nasdaq Global Select Market on February 23, 2024 multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 Employee Stock Purchase Plan. | ||||
C. Thomas Hopkins
T: +1 310 883 6417
thopkins@cooley.com
February 29, 2024
LegalZoom.com, Inc.
101 North Brand Boulevard, 11th Floor
Glendale, California
Re: LegalZoom.com, Inc. – Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to LegalZoom.com, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 12,255,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 9,426,923 shares of Common Stock issuable under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and (ii) 2,828,077 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (i) the Registration Statement and related prospectuses, (ii) the Company’s certificate of incorporation, and bylaws, each as currently in effect, (iii) the Plans and (iv) such other records, documents, opinions, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
LegalZoom.com, Inc.
February 29, 2024
Page 2
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
COOLEY LLP
By: /s/ C. Thomas Hopkins
C. Thomas Hopkins
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of LegalZoom.com, Inc. of our report dated February 29, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in LegalZoom.com, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
February 29, 2024