As filed with the U.S. Securities and Exchange Commission on August 10, 2017

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Imperva, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		03-0460133
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification no.)

3400 Bridge Parkway

Redwood Shores, CA 94065

(Address of principal executive offices)

IMPERVA, INC. 2015 EQUITY INDUCEMENT PLAN, AS AMENDED

(Full title of the plans)

Terrence J. Schmid

Chief Financial Officer

Imperva, Inc.

3400 Bridge Parkway

Redwood Shores, CA 94065

(Name and address of agent for service)

(650) 345-9000

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Trâm Phi, Esq. Senior Vice President and General Counsel Imperva, Inc. 3400 Bridge Parkway Redwood Shores, CA 94065 Telephone: (650) 345-9000		David A. Bell, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 Telephone: (650) 988-8500

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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		☐
Non-accelerated filer		☐  (Do not check if a smaller reporting company)		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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share		Proposed maximum aggregate offering price		Amount of registration fee
Common stock, $0.0001 par value per share		100,000(2)		$43.83(3)		$4,383,000(3)		$508

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall cover any additional shares of the Registrant’s Common Stock that become issuable under the 2015 Equity Inducement Plan, as amended (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.

(2)	Represents additional shares reserved for issuance under the 2015 Plan. Shares available for issuance under the 2015 Plan were previously registered on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (“SEC”) on November 5, 2015 (Registration No. 333-207825).

(3)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act and based upon the average of the high and low sales prices reported on the NASDAQ Global Select Market on August 7, 2017.

 

 

 

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REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an additional 100,000 shares under the Registrant’s 2015 Equity Inducement Plan, as amended. This Registration Statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the Commission on November 5, 2015 (Registration No. 333-207825).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

See the Exhibit Index for a list of exhibits filed as part of this Registration Statement, which is incorporated herein by reference.

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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 Redwood Shores, State of California, this 10^th day of August, 2017.

 

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POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Anthony Bettencourt and Terrence J. Schmid, and each of them acting individually (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution in each of them, in any and all capacities, to sign for him or her and in his or her name in the capacities indicated below any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and every act and thing requisite or 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 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 below.

 

Signature		Title		Date
/s/ Anthony Bettencourt Anthony Bettencourt		President and Chief Executive Officer and Chairman of the Board (Principal Executive Officer)		August 10, 2017
/s/ Terrence Schmid Terrence Schmid		Chief Financial Officer (Principal Accounting and Financial Officer)		August 10, 2017
/s/ Geraldine Elliott Geraldine Elliott		Director		August 10, 2017
Charles Giancarlo		Director
/s/ Albert Pimentel Albert Pimentel		Director		August 10, 2017
/s/ Roger Sippl Roger Sippl		Director		August 10, 2017
/s/ Randall Spratt Randall Spratt		Director		August 10, 2017
/s/ Allan Tessler Allan Tessler		Director		August 10, 2017
/s/ James Tolonen James Tolonen		Director		August 10, 2017

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Form of Restated Certificate of Incorporation of the Registrant.1
4.2		Amended and Restated Bylaws of the Registrant. 2
4.3		Specimen certificate evidencing shares of common stock. 3
5.1*		Opinion of Fenwick & West LLP.
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of Fenwick & West LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page to this Registration Statement).
99.1*		2015 Equity Inducement Plan, as amended, and forms of agreement and subplan thereunder.

 

*	Filed herewith.

1	Incorporated by reference to Exhibit 3.3 to Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-175008) filed by the Registrant on October 28, 2011.

2	Incorporated by reference to Exhibit 3.1 to the Form 8-K (File No. 001-35338) filed by the Registrant on February 8, 2017.

3	Incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registration Statement on Form S-1 (File No. 333-175008) filed by the Registrant on October 28, 2011.