As filed with the Securities and Exchange Commission on March 8, 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
N-ABLE, INC.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 85-4069861 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
30 Corporate Dr., Suite 400
Burlington, Massachusetts 01803
(Address of Principal Executive Offices, including Zip Code)
_______________________________________
2021 Equity Incentive Plan
(Full title of the plan)
______________________________________
Peter C. Anastos
Executive Vice President, General Counsel and Secretary
N-able, Inc.
30 Corporate Dr., Suite 400
Burlington, Massachusetts 01803
(781) 328-6490
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_______________________________________
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 | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | | |
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 (the “Registration Statement”) registers additional shares of common stock, par value $0.001 per share (“Common Stock”), of N-able, Inc. (the “Registrant”) available for grant and issuance by the Registrant under its 2021 Equity Incentive Plan (“2021 Plan”). The number of shares reserved under the 2021 Plan is subject to an automatic increase on the first day of each fiscal year, starting on January 1, 2022 and continuing through January 1, 2031, by an amount equal to the smaller of (a) 5% of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 and (b) an amount determined by the Registrant’s board of directors (the “2021 Plan Evergreen Provision”). This Registration Statement registers an additional 4 million shares of Common Stock that became available for grant and issuance under the 2021 Plan pursuant to the 2021 Plan Evergreen Provision as of January 1, 2024. The contents of the Registration Statements on Form S-8 relating to the 2021 Plan previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on July 16, 2021 (File No. 333-257973), as amended on August 23, 2021 (File No. 333-263355), on March 8, 2022 (File No. 333-263355) and on March 14, 2023 (File No. 333-270525) are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of documents by reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
a.the Registrant’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2023 filed with the Commission on February 29, 2024; and
b.all other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
c. the description of the Registrant’s Common Stock which is contained in the Registrant’s registration statement on Form 10-12B (File No. 001-40297), initially filed on March 29, 2021, and any amendment or report filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information that related to such items) after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a 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 herein or contained in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits
The following exhibits are incorporated by reference herein.
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| Number | | Index to Exhibits |
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| 4.1 | | |
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| 4.2 | | |
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| 4.3 | | |
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| 4.4 | | |
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| 4.5 | | |
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| 5.1* | | |
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| 23.1* | | |
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| 23.2* | | |
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| 24.1* | | |
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| 107* | | |
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________________
* Filed herewith.
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 Burlington, State of Massachusetts on this 8th day of March, 2024.
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| N-ABLE, INC. |
| |
| By: | /s/ John Pagliuca |
| John Pagliuca President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John Pagliuca, Tim O’Brien and Peter C. Anastos each of them acting alone, as their true and lawful attorney-in-fact and agent with full power of substitution, for them in any and all capacities, to sign any and all 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 attorney-in-fact, proxy 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 they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or their substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated on March 8, 2024.
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Signature | | Title | |
| | | |
/s/ John Pagliuca | | President and Chief Executive Officer and Director (Principal Executive Officer) | |
John Pagliuca | | |
| | | |
/s/ Tim O’Brien | | Chief Financial Officer (Principal Financial and Accounting Officer) | |
Tim O’Brien | | |
| | | |
/s/ Michael Bingle | | Director | |
Michael Bingle | | |
| | | |
/s/ William Bock | | Director | |
William Bock | | |
| | | |
/s/ Ann Johnson | | Director | |
Ann Johnson | | | |
| | | |
/s/ Darryl Lewis | | Director | |
Darryl Lewis | | | |
| | | |
/s/ Cam McMartin | | Director | |
Cam McMartin | | |
| | | |
/s/ Michael Widmann | | Director | |
Michael Widmann | | |
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Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
N-able, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.001 per share | Rule 457(c) and
Rule 457(h) | 4,000,000 | $13.04(2) | $52,160,000(2) | $147.60 per million dollars | $7,699 |
| Total Offering Amounts | $526,160,000 | | $7,699 |
| Total Fee Offsets | | | $— |
| Net Fees Due | | | $7,699 |
_______________
(1)Represents shares of common stock, par value $0.001 per share (the “Common Stock”), of N-able, Inc. (the “Registrant”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable pursuant to the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Registrant’s Common Stock. Represents an automatic annual increase provided for in the 2021 Plan.
(2)Estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee on the basis of $13.04, which represents the average of the high and low price per share of the Registrant’s Common Stock on March 6, 2024 as reported on the New York Stock Exchange.
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| | DLA Piper LLP (US) 303 Colorado Street, Suite 3000 Austin, Texas 78701-4653 www.dlapiper.com T 512.457.7000 F 512.457.7001 |
March 8, 2024
N-able, Inc.
30 Corporate Dr., Suite 400
Burlington, Massachusetts 01803
Ladies and Gentlemen:
We have acted as counsel to N-able, Inc., a Delaware corporation (the “Company”) in connection with the filing on the date hereof of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance of up to 4,000,000 shares of the Company’s common stock, par value $0.001 (the “Shares”) which may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
As the basis for the opinions hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Registration Statement and related prospectuses; (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plan and the forms of agreements thereunder, (e) certain resolutions of the Board of Directors and stockholders of the Company; and (f) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware General Corporation Law, and regulations as we have deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified any factual matter relating to this opinion.
We express no opinion other than as to the federal laws of the United States of America and the Delaware General Corporation Law (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
On the basis of the foregoing, we are of the opinion that the Shares have been duly authorized and when issued by the Company in accordance with the terms of the Plan and the agreements thereunder, will be validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.
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| | Very truly yours, |
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| | /s/ DLA Piper LLP (US) |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of N-able, Inc. of our report dated February 29, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in N-able, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
March 8, 2024
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