As filed with the Securities and Exchange Commission on March 24, 2022 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 | 001-35618 | 95-4752856 | ||||||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
101 North Brand Boulevard, 11th Floor Glendale, California | 91203 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
| 2021 Equity Incentive 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:
Michael A. Titera
Cassandra Tillinghast
Allison Balick
Gibson, Dunn & Crutcher LLP
3161 Michelson Drive
Irvine, California 92612
(949) 451-4365
____________________
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 9,904,205 additional shares of the Registrant’s Common Stock, $0.001 par value per share, issuable pursuant to future awards that may be granted under the 2021 Equity Incentive Plan (the “2021 Plan”). In accordance with such instruction, the Registrant hereby incorporates herein by reference the prior Registration Statement on Form S-8 filed by the Registrant with respect to the 2021 Plan on June 30, 2021 (SEC File No. 333-257577), 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 | ||||||||
| 23.2* | Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1). | |||||||
| 24.1* | ||||||||
| 99.1 | ||||||||
____________
*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 Los Angeles, State of California, on March 24, 2022.
| LegalZoom.com, Inc. | ||||||||
Date: March 24, 2022 | 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 | March 24, 2022 | ||||||||||||
| Dan Wernikoff | (Principal Executive Officer) | |||||||||||||
/s/ Noel Watson | Chief Financial Officer | March 24, 2022 | ||||||||||||
| Noel Watson | (Principal Financial and Accounting Officer) | |||||||||||||
/s/ Dipanjan Deb | Director | March 24, 2022 | ||||||||||||
| Dipanjan Deb | ||||||||||||||
/s/ Khai Ha | Director | March 24, 2022 | ||||||||||||
| Khai Ha | ||||||||||||||
/s/ John Murphy | Director | March 24, 2022 | ||||||||||||
John Murphy | ||||||||||||||
/s/ Dipan Patel | Director | March 24, 2022 | ||||||||||||
Dipan Patel | ||||||||||||||
/s/ Brian Ruder | Director | March 24, 2022 | ||||||||||||
| Brian Ruder | ||||||||||||||
/s/ Jeffrey Stibel | Director | March 24, 2022 | ||||||||||||
Jeffrey Stibel | ||||||||||||||
/s/ Christine Wang | Director | March 24, 2022 | ||||||||||||
Christine Wang | ||||||||||||||
/s/ Elizabeth Hamren | Director | March 24, 2022 | ||||||||||||
Elizabeth Hamren | ||||||||||||||
/s/ Sivan Whiteley | Director | March 24, 2022 | ||||||||||||
Sivan Whiteley | ||||||||||||||
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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) | 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 (the “2021 Plan”) | 457(c); 457(h) | 9,904,205 | $14.49(2) | $143,511,930 (2) | $92.70 per $1,000,000 | $13,303.56 | ||||||||||||||||
| Total Offering Amounts | 9,904,205 | $143,511,930 | $13,303.56 | ||||||||||||||||||||
| Total Fee Offsets | $0 | ||||||||||||||||||||||
| Net Fee Due | $13,303.56 | ||||||||||||||||||||||
| (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) | 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 Market on March 18, 2022. | ||||
Exhibit 5.1
March 24, 2022
LegalZoom.com, Inc.
101 North Brand Boulevard, 11th Floor
Glendale, California 91203
Glendale, California 91203
Re: 2021 Equity Incentive Plan
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8, (the “Registration Statement”) of LegalZoom.com, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 9,904,205 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”) reserved for issuance pursuant to future awards under the LegalZoom.com, Inc. 2021 Equity Incentive Plan (the “Plan”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinion set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. As to any facts material to this opinion, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company and others. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plan that would expand, modify or otherwise affect the terms of the Plan or the respective rights or obligations of the participants thereunder.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor in accordance with the terms set forth in the Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP
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 March 24, 2022 relating to the financial statements, which appear in LegalZoom.com, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 24, 2022