As filed with the Securities and Exchange Commission on August 7, 2019
Registration Statement
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Benefitfocus, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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46-2346314
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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100 Benefitfocus Way
Charleston, South Carolina 29492
(Address, including zip code, of registrants principal executive offices)
Benefitfocus, Inc. Second Amended and Restated 2012 Stock Plan
(Full title of the plan)
Paris Cavic, Esq.
Vice
President and General Counsel
100 Benefitfocus Way
Charleston, South Carolina 29492
(843)
849-7476
(Name, address, including zip code, and telephone number, including area code, of agent for service)
COPIES TO:
Donald R. Reynolds, Esq.
S. Halle Vakani, Esq.
Lorna A. Knick, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919)
781-4000
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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☐
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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. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered (1)(2)
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Proposed
Maximum
Offering Price
Per Share (3)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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1,985,000
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$23.4622
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$46,572,367.75
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$5,644.57
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(1)
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Consists of 1,985,000 additional shares reserved for issuance under the Benefitfocus, Inc. Second Amended and
Restated 2012 Stock Plan (the 2012 Stock Plan). Previously, 3,428,973 shares under the 2012 Stock Plan were registered under Registration Statement
No. 333-192278
and 2,700,000 shares under
the 2012 Stock Plan were registered under Registration Statement
No. 333-218633.
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement also covers any additional shares of Registrants common stock that become issuable under the 2012 Stock 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 the Registrants common stock.
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(3)
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Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of
calculating the registration fee based upon the average of the high and low prices of the Registrants common stock on the NASDAQ Global Market on August 6, 2019.
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