SEC Form S-8 POS filed by GrubHub Inc.

As filed with the Securities and Exchange Commission on November 1, 2021.

Registration No. 333-257065

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Just Eat Takeaway.com N.V.

(Exact Name of Registrant as Specified in Its Charter)

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Sophie Versteege

Company Secretary

Just Eat Takeaway.com N.V.

Oosterdoksstraat 80

1011 DK Amsterdam

The Netherlands

+31 (0)20 210 7000

(Address of Principal Executive Offices, Including Zip Code)

Just Eat Takeaway.com N.V. 2015 Long-Term Incentive Plan

Just Eat Takeaway.com N.V. 2013 Omnibus Incentive Plan

Just Eat Takeaway.com N.V. – 2011 Option Plan

Just Eat Takeaway.com N.V. 2013 Stock Incentive Plan

Grubhub Inc. December 2019 Restricted Stock Unit Inducement Awards

Just Eat Takeaway.com N.V. Employee Long Term Incentive Plan

Short-Term Incentive Plan pursuant to the Management Board Remuneration Policy

Long-Term Incentive Plan pursuant to the Management Board Remuneration Policy

(Full Title of the Plans)

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 Puglisi & Associates

850 Library Avenue

Suite 204

Newark, DE 19711

(302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copy to:

Alyssa K. Caples, Esq.

G.J. Ligelis Jr., Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, New York 10019

(212) 474-1000

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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.

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. ☐

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CALCULATION OF REGISTRATION FEE

* No additional securities are to be registered, and the registration fee was previously calculated and paid in connection with the filing of the original Registration Statement on Form S-8 (File No. 333-257065). Therefore, no further registration fee is required.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) by Just Eat Takeaway.com N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands (“Just Eat Takeaway.com”), on 14 June 2021 (File No. 333-257065, the “Registration Statement”).  Under the Registration Statement, Just Eat Takeaway.com registered the following ordinary shares, nominal value €0.04 per share (the “Ordinary Shares”): (i) 3,630,561 Ordinary Shares (which Ordinary Shares may be represented by American depositary shares (“ADSs”)) to be issued pursuant to the exercise or settlement of outstanding equity-based awards originally granted under the Grubhub Inc. 2015 Long-Term Incentive Plan (the “Grubhub 2015 Plan”) and assumed by Just Eat Takeaway.com in connection with its acquisition of 100% of the shares of Grubhub Inc. pursuant to an Agreement and Plan of Merger, dated as of 10 June 2020, as amended (the “Transaction”) and 100,000 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to the Grubhub 2015 Plan, (ii) 342,701 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to the exercise or settlement of outstanding stock options originally granted under the Grubhub Inc. 2013 Omnibus Incentive Plan (the “Grubhub 2013 Plan”) and assumed by Just Eat Takeaway.com in connection with the Transaction, (iii) 5,758 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to the exercise or settlement of outstanding stock options originally granted under the Tapingo Ltd. – 2011 Option Plan (the “Tapingo Plan”) and assumed by Just Eat Takeaway.com in connection with the Transaction, (iv) 54,817 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to the exercise or settlement of outstanding stock options originally granted under the SCVNGR, Inc. 2013 Stock Incentive Plan (the “LevelUp Plan”) and assumed by Just Eat Takeaway.com in connection with the Transaction, (v) 71,236 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to the settlement of outstanding restricted stock units granted pursuant to the Grubhub Inc. December 2019 Restricted Stock Unit Inducement Awards (the “Inducement Awards”) that were assumed by Just Eat Takeaway.com in connection with the Transaction, (vi) 10,794,927 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to awards to be granted under the Just Eat Takeaway.com N.V. Employee Long Term Incentive Plan (the “JET Employee Long Term Incentive Plan”), (vii) 1,000,000 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to awards to be granted under the Short-Term Incentive Plan (the “STI”) under the Management Board Remuneration Policy and (viii) 1,000,000 Ordinary Shares (which Ordinary Shares may be represented by ADSs) to be issued pursuant to awards to be granted under the  Long-Term Incentive (the “LTIP” and, together with the Grubhub 2015 Plan, the Grubhub 2013 Plan, the Tapingo Plan, the LevelUp Plan and the Inducement Awards, each as assumed by Just Eat Takeaway.com, and the JET Employee Long Term Incentive Plan and the STI, the “Plans”). Each ADS currently represents one-fifth of one Ordinary Share and may be evidenced by an American depositary receipt. A separate registration statement on Form F-6 has been filed with the Commission registering the ADSs.

Just Eat Takeaway.com is filing this Post-Effective Amendment No. 1 to the Registration Statement for the purpose of clarifying that Ordinary Shares may be either delivered to participants or represented by ADSs to be delivered to participants, in each case, in accordance with the terms of the applicable Plan.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                   The reports or documents listed below have been filed with the Commission by Just Eat Takeaway.com and are incorporated herein by reference to the extent not superseded by documents or reports subsequently filed:

                   All reports and other documents filed by Just Eat Takeaway.com pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents; provided that reports on Form 6-K that Just Eat Takeaway.com furnishes to the Commission shall only be deemed to be incorporated by reference in this Registration Statement to the extent expressly stated therein.

                   Not applicable.

                   Not applicable.

                   Except as hereinafter set forth, there is no provision of the articles of association of Just Eat Takeaway.com (the “Articles”), contract, arrangement or statute under which any director or officer of Just Eat Takeaway.com is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such.

                   Just Eat Takeaway.com is a Dutch public limited liability company and under Dutch law indemnification provisions may be included in the Articles. Accordingly, the Articles provide that, unless Dutch law provides otherwise, Just Eat Takeaway.com will reimburse the current and former Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors for (a) the reasonable costs of conducting a defense against claims based on acts or failures to act in the exercise of their duties or any other duties currently or previously performed by them at the request of Just Eat Takeaway.com; (b) any damages or fines payable by them as a result of an act or failure to act as referred to above under (a); and (c) the reasonable costs of appearing in other legal proceedings or investigations in which they are involved as current or former Just Eat Takeaway.com Managing Directors or Just Eat Takeaway.com Supervisory Directors, with the exception of proceedings primarily aimed at pursuing a claim on their own behalf. However, these persons will not be entitled to reimbursement if and to the extent that (i) a Dutch court or, in the event of arbitration, an arbitrator has established in a final and conclusive decision that the act or failure to act of the person concerned can be characterized as willful (opzettelijk) or grossly negligent (grove schuld) misconduct, unless Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness; or (ii) the costs or financial loss of the person concerned are covered by insurance and the insurer has paid out the costs or financial loss. Just Eat Takeaway.com may enter into indemnification agreements with the Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors and officers to provide. Just Eat Takeaway.com has purchased directors’ and officers’ liability insurance for the Just Eat Takeaway.com Managing Directors and Just Eat Takeaway.com Supervisory Directors and certain other officers, substantially in line with that purchased by similarly situated companies conducting business in the same sector.

                   Not applicable.

Exhibit Number		Description
3.1		Unofficial Translation Articles of Association of Just Eat Takeaway.com N.V. (incorporated herein by reference to Exhibit 3.1 to the registration statement on Form F-4, Reg. No. 333-255540, filed with the Securities and Exchange Commission on April 27, 2021).
4.1		Deposit Agreement between Just Eat Takeaway.com N.V., Deutsche Bank Trust Company Americas, as depositary, and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit (a) to the registration statement on Form F-6, Reg. No. 333-255550, filed with the Securities and Exchange Commission on April 27, 2021).
4.2		Amendment No. 1 to the Deposit Agreement between Just Eat Takeaway.com N.V., Deutsche Bank Trust Company Americas, as depositary, and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit (a)(ii) to the post-effective amendment no. 2 to registration statement on Form F-6, Reg. No. 333-255550, filed with the Securities and Exchange Commission on June 4, 2021).
4.3		Grubhub Inc. 2013 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.15 to Grubhub Inc.’s Registration Statement on Form S-1, as amended, Reg. No. 333-194219, filed with the Securities and Exchange Commission on February 18, 2014).
4.4		Grubhub Inc. 2015 Long-Term Incentive Plan, as amended (incorporated herein by reference to Exhibit 10.2 of Grubhub Inc.’s Form 8-K, File No. 001-36389, filed with the Securities and Exchange Commission on May 19, 2020).
4.5		SCVNGR, Inc. 2013 Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to Grubhub Inc.’s Registration Statement on Form S-8, Reg. No. 333-227330, filed with the Securities and Exchange Commission on September 14, 2018).
4.6		Tapingo Ltd. – 2011 Option Plan (incorporated herein by reference to Exhibit 99.1 to Grubhub Inc.’s Registration Statement on Form S-8, Reg. No. 333-228261, filed with the Securities and Exchange Commission on November 7, 2018).

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this 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 Exchange Act that are incorporated by reference in this Registration Statement.

                   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 Amsterdam, the Netherlands on 1 November 2021.

                   Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on 1 November 2021.

* The undersigned attorney-in-fact, by signing his or her name hereto, does hereby sign and execute this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 on behalf of the above-indicated directors and officers of Just Eat Takeaway.com N.V. pursuant to the Power of Attorney, dated 14 June 2021.

AUTHORIZED REPRESENTATIVE

                   Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Just Eat Takeaway.com N.V. in the United States, on 1 November 2021.