As filed with the Securities and Exchange Commission on August 5, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sunrun Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 26-2841711 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
595 Market Street, 29th Floor
San Francisco, CA 94105
(Address of principal executive offices, including zip code)
Sunrun Inc. 2015 Equity Incentive Plan
Sunrun Inc. 2015 Employee Stock Purchase Plan
Sunrun Inc. 2014 Equity Incentive Plan
Sunrun Inc. 2013 Equity Incentive Plan
Sunrun Inc. 2008 Equity Incentive Plan
Mainstream Energy Corporation 2009 Stock Plan
(Full title of the plan)
Lynn Jurich
Chief Executive Officer
Sunrun Inc.
595 Market Street, 29th Floor
San Francisco, California 94105
(415) 580- 6900
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Robert O’Connor, Esq. Calise Y. Cheng, Esq. Wilson Sonsini Goodrich & Rosati, P.C. One Market, Spear Tower, Suite 3300 San Francisco, California 94105 (650) 947-2000 |
Mina Kim, Esq. Christopher Filosa, Esq. Sunrun Inc. 595 Market Street, 29th Floor San Francisco, California 94105 (415) 580-6900 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one).
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| ||||||||
| 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, reserved for issuance pursuant to the Sunrun Inc. 2015 Equity Incentive Plan |
12,931,141 (2) | $14.00(9) | $181,035,974 | $21,037 | ||||
| Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Sunrun Inc. 2015 Employee Stock Purchase Plan |
1,000,000 (3) | $11.90(10) | $11,900,000 | $1,383 | ||||
| Common Stock, $0.0001 par value per share, reserved for issuance pursuant to restricted stock unit awards outstanding under the Sunrun Inc. 2014 Equity Incentive Plan |
1,197,342 (4) | $14.00(9) | $16,762,788 | $1,948 | ||||
| Common Stock, $0.0001 par value per share, reserved for issuance pursuant to stock option awards outstanding under the Sunrun Inc. 2013 Equity Incentive Plan |
8,509,826(5) | $6.79(11) | $57,781,719 | $6,715 | ||||
| Common Stock, $0.0001 par value per share, reserved for issuance pursuant to restricted stock unit awards outstanding under the Sunrun Inc. 2013 Equity Incentive Plan |
170,000 (6) | $14.00(9) | $2,380,000 | $277 | ||||
| Common Stock, $0.0001 par value per share, reserved for issuance pursuant to stock option awards outstanding under the Sunrun Inc. 2008 Equity Incentive Plan |
3,261,865(7) | $2.41(12) | $7,861,095 | $914 | ||||
| Common Stock, $0.0001 par value per share, reserved for issuance pursuant to stock option awards outstanding under the Mainstream Energy Corporation 2009 Stock Plan |
527,770(8) | $6.46(13) | $3,409,395 | $397 | ||||
| TOTAL: |
27,597,944 | $281,130,971 | $32,671 | |||||
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| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Sunrun Inc. 2015 Equity Incentive Plan (“2015 Plan”), the Sunrun Inc. 2015 Employee Stock Purchase Plan (“2015 ESPP”), the Sunrun Inc. 2014 Equity Incentive Plan (“2014 Plan”), the Sunrun Inc. 2013 Equity Incentive Plan (“2013 Plan”), the Sunrun Inc. 2008 Equity Incentive Plan (“2008 Plan”), or the Mainstream Energy Corporation 2009 Stock Plan (“MEC Plan”) 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 (a) 11,400,000 shares of the Registrant’s common stock reserved for issuance pursuant to future awards under the 2015 Plan and (b) 1,531,141 shares of the Registrant’s common stock previously reserved but unissued pursuant to the 2013 Plan that are now available for issuance under the 2015 Plan. To the extent that any awards outstanding under the 2014 Plan, the 2013 Plan, the 2008 Plan or the MEC Plan expire, are forfeited or are otherwise repurchased by the Registrant subsequent to the date of this Registration Statement, the shares of the Registrant’s common stock reserved for issuance pursuant to such awards will become available for issuance under the 2015 Plan. See footnotes 4, 5, 6, 7 and 8 below. |
| (3) | Represents 1,000,000 shares of the Registrant’s common stock reserved for issuance pursuant to future awards under the 2015 ESPP. |
| (4) | Represents 1,197,342 shares of the Registrant’s common stock reserved for issuance pursuant to restricted stock unit awards outstanding under the 2014 Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited or are otherwise repurchased by the Registrant subsequent to the date of this Registration Statement, the shares of the Registrant’s common stock reserved for issuance pursuant to such awards will become available for issuance under the 2015 Plan. See footnote 2 above. |
| (5) | Represents 8,509,826 shares of the Registrant’s common stock reserved for issuance pursuant to stock option awards outstanding under the 2013 Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited or are otherwise repurchased by the Registrant subsequent to the date of this Registration Statement, the shares of the Registrant’s common stock reserved for issuance pursuant to such awards will become available for issuance under the 2015 Plan. See footnote 2 above. |
| (6) | Represents 170,000 shares of the Registrant’s common stock reserved for issuance pursuant to restricted stock unit awards outstanding under the 2013 Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited or are otherwise repurchased by the Registrant subsequent to the date of this Registration Statement, the shares of the Registrant’s common stock reserved for issuance pursuant to such awards will become available for issuance under the 2015 Plan. See footnote 2 above. |
| (7) | Represents 3,261,865 shares of the Registrant’s common stock reserved for issuance pursuant to stock option awards outstanding under the 2008 Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited or are otherwise repurchased by the Registrant subsequent to the date of this Registration Statement, the shares of the Registrant’s common stock reserved for issuance pursuant to such awards will become available for issuance under the 2015 Plan. See footnote 2 above. |
| (8) | Represents 527,770 shares of the Registrant’s common stock reserved for issuance pursuant to stock option awards outstanding under the MEC Plan as of the date of this Registration Statement. To the extent that any such awards expire, are forfeited or are otherwise repurchased by the Registrant subsequent to the date of this Registration Statement, the shares of the Registrant’s common stock reserved for issuance pursuant to such awards will become available for issuance under the 2015 Plan. See footnote 2 above. |
| (9) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $14.00 per share, which is the initial public offering price set forth on the cover page of the Registrant’s prospectus dated August 4, 2015 relating to the Registrant’s initial public offering. |
| (10) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of $14.00, the initial public offering price per share of the Registrant’s common stock set forth on the cover page of the Registrant’s prospectus dated August 4, 2015 relating to the Registrant’s initial public offering. Pursuant to the 2015 ESPP, the purchase price of the shares of the Registrant’s common stock reserved for issuance thereunder will be at least 85% of the lower of the fair market value of the Registrant’s common stock on the first trading day of the offering period or on the exercise date. |
| (11) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $6.79 per share, the weighted-average exercise price of stock option awards outstanding under the 2013 Plan as of August 4, 2015. |
| (12) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $2.41 per share, the weighted-average exercise price of stock option awards outstanding under the 2008 Plan as of August 4, 2015. |
| (13) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of $6.46 per share, the weighted-average exercise price of stock option awards outstanding under the MEC Plan as of August 4, 2015. |
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement on Form S-8 (this “Registration Statement”) in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the equity benefit plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
Sunrun Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):
(1) The Registrant’s Prospectus dated August 4, 2015, filed with the Commission pursuant to Rule 424(b) under the Securities Act, relating to the Registration Statement on Form S-1, as amended (File No. 333-205217), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed; and
(2) The description of the Registrant’s common stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37511) filed with the Commission on July 22, 2015, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report 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 Directors and Officers. |
Section 145 of the Delaware General Corporation Law authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors, and other corporate agents.
As permitted by Section 102(b)(7) of the Delaware General Corporation Law, the Registrant’s amended and restated certificate of incorporation includes provisions that eliminate the personal liability of its directors and officers for monetary damages for breach of their fiduciary duty as directors and officers.
In addition, as permitted by Section 145 of the Delaware General Corporation Law, the amended and restated certificate of incorporation and amended and restated bylaws of the Registrant provides that:
| • | The Registrant shall indemnify its directors and officers for serving the Registrant in those capacities or for serving other business enterprises at the Registrant’s request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful. |
| • | The Registrant may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. |
| • | The Registrant will not be obligated pursuant to its amended and restated bylaws to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings authorized by the Registrant’s board of directors or brought to enforce a right to indemnification. |
| • | The rights conferred in the amended and restated certificate of incorporation and amended and restated bylaws are not exclusive, and the Registrant is authorized to enter into indemnification agreements with its directors, officers, employees, and agents and to obtain insurance to indemnify such persons. |
| • | The Registrant may not retroactively amend the bylaw provisions to reduce its indemnification obligations to directors, officers, employees, and agents |
The Registrant’s policy is to enter into separate indemnification agreements with each of its directors and officers that provide the maximum indemnity allowed to directors and executive officers by Section 145 of the Delaware General Corporation Law and also to provide for certain additional procedural protections. The Registrant also maintains directors and officers insurance to insure such persons against certain liabilities.
These indemnification provisions and the indemnification agreements entered into between the Registrant and its officers and directors may be sufficiently broad to permit indemnification of the Registrant’s officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
| Item 8. | Exhibits. |
| Exhibit Number |
Exhibit Description |
Incorporated by Reference | ||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||
| 4.1 | Form of common stock certificate of Registrant. | S-1 | 333-205217 | 4.1 | June 25, 2015 | |||||||||
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |||||||||||||
| 23.2 | Consent of KPMG LLP, Independent Public Accounting Firm | |||||||||||||
| 23.3 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). | |||||||||||||
| 24.1 | Power of Attorney (see the signature page to this Registration Statement on Form S-8). | |||||||||||||
| 99.1 | Sunrun Inc. 2015 Equity Incentive Plan and related form agreements. | S-1/A | 333-205217 | 10.2 | July 22, 2015 | |||||||||
| 99.2 | Sunrun Inc. 2015 Employee Stock Purchase Plan and related form agreements. | S-1/A | 333-205217 | 10.3 | July 22, 2015 | |||||||||
| 99.3 | Sunrun Inc. 2014 Equity Incentive Plan. | S-1 | 333-205217 | 10.4 | June 25, 2015 | |||||||||
| 99.4 | Sunrun Inc. 2013 Equity Incentive Plan and related form agreements. | S-1 | 333-205217 | 10.5 | June 25, 2015 | |||||||||
| Exhibit Number |
Exhibit Description |
Incorporated by Reference | ||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||
| 99.5 | Sunrun Inc. 2008 Equity Incentive Plan and related form agreements. | S-1 | 333-205217 | 10.6 | June 25, 2015 | |||||||||
| 99.6 | Mainstream Energy Corporation 2009 Stock Plan. | S-1 | 333-205217 | 10.7 | June 25, 2015 | |||||||||
| Item 9. | Undertakings. |
| A. | The undersigned Registrant hereby undertakes: |
| (1) | To 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 of 1933; |
| (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 reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, 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) | To 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 of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 of 1933 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 of 1933 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 San Francisco, California, on August 5, 2015.
| SUNRUN INC. | ||
| By: | /s/ Lynn Jurich | |
| Lynn Jurich | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lynn Jurich, Bob Komin and Mina Kim, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (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 attorney-in-fact and agent 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her 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.
| Signature |
Title |
Date | ||
| /s/ Lynn Jurich Lynn Jurich |
Chief Executive Officer and Director |
August 5, 2015 | ||
| /s/ Bob Komin Bob Komin |
Chief Financial Officer |
August 5, 2015 | ||
| /s/ Edward Fenster Edward Fenster |
Chairman and Director |
August 5, 2015 | ||
| /s/ Jameson McJunkin Jameson McJunkin |
Director |
August 5, 2015 | ||
| /s/ Gerald Risk Gerald Risk |
Director |
August 5, 2015 | ||
| /s/ Steve Vassallo Steve Vassallo |
Director |
August 5, 2015 | ||
| /s/ Richard Wong Richard Wong |
Director |
August 5, 2015 | ||
EXHIBIT INDEX
| Exhibit Number |
Exhibit Description |
Incorporated by Reference | ||||||||||||
| Form | File No. | Exhibit | Filing Date | |||||||||||
| 4.1 | Form of common stock certificate of Registrant. | S-1 | 333-205217 | 4.1 | June 25, 2015 | |||||||||
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, P.C. | |||||||||||||
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |||||||||||||
| 23.2 | Consent of KPMG LLP, Independent Public Accounting Firm | |||||||||||||
| 23.3 | Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1). | |||||||||||||
| 24.1 | Power of Attorney (see the signature page to this Registration Statement on Form S-8). | |||||||||||||
| 99.1 | Sunrun Inc. 2015 Equity Incentive Plan and related form agreements. | S-1/A | 333-205217 | 10.2 | July 22, 2015 | |||||||||
| 99.2 | Sunrun Inc. 2015 Employee Stock Purchase Plan and related form agreements. | S-1/A | 333-205217 | 10.3 | July 22, 2015 | |||||||||
| 99.3 | Sunrun Inc. 2014 Equity Incentive Plan. | S-1 | 333-205217 | 10.4 | June 25, 2015 | |||||||||
| 99.4 | Sunrun Inc. 2013 Equity Incentive Plan and related form agreements. | S-1 | 333-205217 | 10.5 | June 25, 2015 | |||||||||
| 99.5 | Sunrun Inc. 2008 Equity Incentive Plan and related form agreements. | S-1 | 333-205217 | 10.6 | June 25, 2015 | |||||||||
| 99.6 | Mainstream Energy Corporation 2009 Stock Plan. | S-1 | 333-205217 | 10.7 | June 25, 2015 | |||||||||