As filed with the Securities and Exchange Commission on July 28, 2025
| Registration No. 333- | ||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
LUMINAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 83-1804317 | ||||
| (State or other jurisdiction of | (I.R.S. Employer | ||||
| incorporation or organization) | Identification No.) | ||||
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
(Address of Principal Executive Offices) (Zip Code)
Luminar Technologies, Inc. Amended and Restated 2020 Equity Incentive Plan
(Full title of the plan)
Paul Ricci
Chief Executive Officer
2603 Discovery Drive, Suite 100
Orlando, Florida 32826
Telephone: (800) 532-2417
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Daniel S. Kim, Esq. Mitchell Zuklie, Esq. William L. Hughes, Esq. Orrick, Herrington & Sutcliffe LLP 631 Wilshire Boulevard Santa Monica, California 90401 Tel: (301) 633-2800 | Alexander Fishkin, Esq. Chief Legal Officer 2603 Discovery Drive, Suite 100 Orlando, Florida 32826 Telephone: (800) 532-2417 | |||||||
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.
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Luminar Technologies, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register an increase of 2,500,000 shares of Class A common stock to the employee share pool for potential issuance as part of the Registrant’s ordinary course of business, as approved at the 2025 Annual Meeting of Stockholders on July 3, 2025. The Registrant previously registered shares of its Class A common stock for issuance under the Plan on February 26, 2021 (Registration No. 333-253658), June 22, 2022 (Registration No. 333-265752), June 9, 2023 (Registration No. 333-272577), June 7, 2024 (Registration No. 333-280049) and April 1, 2025 (Registration No. 333-286311). This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements referenced above.
Item 8. Exhibits.
The following documents are filed as exhibits to this Registration Statement.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description of Exhibit | Form | File No. | Exhibit/Appendix | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 24.1 | X | |||||||||||||||||||||||||||||||||||||
| 99.1 | DEF 14A | 001-38791 | A | 6/6/2025 | ||||||||||||||||||||||||||||||||||
| 107 | X | |||||||||||||||||||||||||||||||||||||
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 Orlando, Florida, on July 28, 2025.
| LUMINAR TECHNOLOGIES, INC. | |||||||||||
| By: | /s/ Thomas J. Fennimore | ||||||||||
Thomas J. Fennimore | |||||||||||
Chief Financial Officer | |||||||||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul Ricci, Alexander Fishkin and Thomas J. Fennimore, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all 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 in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
| Signature | Title | Date | ||||||||||||
/s/ Paul Ricci | Chief Executive Officer, Director | July 28, 2025 | ||||||||||||
Paul Ricci | (Principal Executive Officer) | |||||||||||||
| /s/ Thomas J. Fennimore | Chief Financial Officer | July 28, 2025 | ||||||||||||
| Thomas J. Fennimore | (Principal Financial and Accounting Officer) | |||||||||||||
| /s/ Alec E. Gores | Director | July 28, 2025 | ||||||||||||
| Alec E. Gores | ||||||||||||||
| /s/ Mary Lou Jepsen, PhD | Director | July 28, 2025 | ||||||||||||
| Mary Lou Jepsen, PhD | ||||||||||||||
| /s/ Shaun Maguire, PhD | Director | July 28, 2025 | ||||||||||||
| Shaun Maguire, PhD | ||||||||||||||
| /s/ Katharine A. Martin | Director | July 28, 2025 | ||||||||||||
| Katharine A. Martin | ||||||||||||||
| Director | ||||||||||||||
| Austin Russell | ||||||||||||||
/s/ Dominick Schiano | Director | July 28, 2025 | ||||||||||||
Dominick Schiano | ||||||||||||||
/s/ Matthew J. Simoncini | Director | July 28, 2025 | ||||||||||||
Matthew J. Simoncini | ||||||||||||||
| /s/ Daniel D. Tempesta | Director | July 28, 2025 | ||||||||||||
| Daniel D. Tempesta | ||||||||||||||