SEC Form S-8 POS filed by GrubHub Inc.
$GRUB
As filed with the Securities and Exchange Commission on November 1, 2021.
Registration No. 333-257065
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Just Eat Takeaway.com N.V.
(Exact Name of Registrant as Specified in Its Charter)
|
The Netherlands
|
|
[Not Applicable]
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S. Employer Identification No.)
|
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)
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)
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
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 ☐
|
Accelerated filer ☐
|
||
|
Non-accelerated filer ☒
|
Smaller reporting company ☐
|
||
|
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. ☐
CALCULATION OF REGISTRATION FEE
|
Title of Securities to
be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Offering Price
Per Share
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount 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
|
Item 3.
|
Incorporation of Documents by Reference.
|
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:
| (1) |
Just Eat Takeaway.com’s final prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on May 12, 2021 (the “Prospectus”) in connection with Just Eat Takeaway.com’s
Registration Statement on Form F-4 (Registration No. 333-255540);
|
| (2) |
The description of the Ordinary Shares contained in the Prospectus under the heading “Description of Just Eat Takeaway.com Shares” and all other amendments and reports filed for the purpose of updating such description; and
|
| (3) |
Just Eat Takeaway.com’s current report on Form 6-K filed with the Commission on June 16, 2021 and Exhibit 99.1 of Just Eat Takeaway.com’s current report on Form 6-K filed with the Commission on August 17, 2021, except the information
contained in the first bullet on page 1 and the related footnotes, the second table on page 2 and the related footnote, the fourth through sixth rows of the table on page 3 and the related footnotes, the second and third sentences of the
fourth paragraph on page 3, the fifth paragraph on page 3, the fourth through sixth rows of the second table on page 4 and the related footnotes, the fifth paragraph on page 4, the first paragraph on page 5, the fourth through sixth rows of
the second table on page 5 and the related footnotes, the sixth and seventh paragraphs on page 5, the fourth through sixth rows of the table on page 6 and the related footnotes and the fourth and fifth full paragraphs on page 6.
|
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.
|
Item 4.
|
Description of Securities.
|
Not applicable.
|
Item 5.
|
Interests of Named Experts and Counsel.
|
Not applicable.
|
Item 6.
|
Indemnification of Directors and Officers.
|
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.
|
Item 7.
|
Exemption From Registration Claimed.
|
Not applicable.
|
Item 8.
|
Exhibits.
|
|
Exhibit Number
|
Description
|
|
| |
||
|
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;
(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.
| 2. |
That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this 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 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 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 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 Amsterdam, the Netherlands on 1 November 2021.
|
JUST EAT TAKEAWAY.COM N.V.
|
|||
|
By:
|
/s/ Jitse Groen
|
||
|
Name:
|
Jitse Groen |
||
|
|
Title:
|
CEO / Managing Director |
|
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.
|
Name
|
|
|
Title
|
|
|
|
||
|
*
|
|
|
Managing Director
(Chief Executive Officer)
|
|
Name: Jitse Groen
|
|
||
|
|
|
||
|
*
|
|
|
Managing Director
(Chief Financial Officer)
|
|
Name: Brent Wissink
|
|
||
|
|
|
||
|
*
|
|
|
Managing Director
(Chief Operating Officer)
|
|
Name: Jörg Gerbig
|
|
||
|
|
|
||
|
*
|
|
|
Supervisory Director
(Chairman of the Supervisory Board)
|
|
Name: Adriaan Nühn
|
|
||
|
|
|
||
|
*
|
|
|
Supervisory Director
(Vice-Chairman of the Supervisory Board)
|
|
Name: Corinne Vigreux
|
|
||
|
|
|
||
|
*
|
|
|
Supervisory Director
|
|
Name: Gwyn Burr
|
|
|
|
|
*
|
|
|
Supervisory Director
|
|
Name: Jambu Palaniappan
|
|
|
|
|
|
|
||
|
*
|
|
|
Supervisory Director
|
|
Name: Ron Teerlink
|
|
|
* 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.
|
By:
|
/s/ Sophie Versteege |
|
| Sophie Versteege |
||
|
Attorney-in-Fact
|
||
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.
|
Puglisi & Associates
|
||||
| /s/ Donald Puglisi |
Authorized Representative in the United States
|
|||
|
By:
|
Name:
|
Donald Puglisi
|
||
|
Title:
|
Managing Director
|
|||