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    SEC Form S-8 filed by EverCommerce Inc.

    3/13/25 5:22:39 PM ET
    $EVCM
    Computer Software: Prepackaged Software
    Technology
    Get the next $EVCM alert in real time by email
    S-8 1 ef20045444_s8.htm S-8
    As filed with the Securities and Exchange Commission on March 13, 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



    EverCommerce Inc.
    (Exact name of Registrant as specified in its charter)



    Delaware
     
    81-4063248
    (State or other jurisdiction of Incorporation or organization)
     
    (I.R.S. Employer Identification No.)
     
    3601 Walnut Street, Suite 400
    Denver, Colorado 80205
     (Address of principal executive offices) (Zip code)

     2021 Incentive Award Plan
    2021 Employee Stock Purchase Plan
    (Full title of the plans)


    Eric Remer
    Chief Executive Officer
    EverCommerce Inc.
    3601 Walnut Street, Suite 400
    Denver, Colorado 80205
     Telephone: (720) 647-4948
    (Name, address, including zip code, and telephone number, including area code, of agent for service)
     
    With copies to:
    Marc D. Jaffe
     
    Lisa Storey
    Benjamin J. Cohen
     
    Chief Legal Officer
    Jenna B. Cooper
     
    EverCommerce Inc.
    Latham & Watkins LLP
     
    3601 Walnut Street, Suite 400
    1271 Avenue of the Americas
     
    Denver, Colorado 80205
    New York, New York 10020
     
    (720) 647-4948
    (212) 906-1200
     


     
    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. ☐
     


    EXPLANATORY NOTE
     
    This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 5,511,757 and 1,837,252 shares of the Registrant’s common stock to be issued pursuant to the EverCommerce Inc. 2021 Incentive Award Plan (“2021 Plan”) and the EverCommerce Inc. 2021 Employee Stock Purchase Plan (“2021 ESPP”), respectively, and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
     
    INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8

    The contents of the Registration Statement on Form S-8 (File Nos. 333-268321, 333-257707 and 333-277956), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.

    Item 8.
    Exhibits.

    Exhibit
    Number
     
     
    Description
       
    4.1
     
    Amended and Restated Certificate of Incorporation of the Registrant, dated July 6, 2021 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40575) filed on July 9, 2021)
       
    4.2
     
    Amended and Restated Bylaws of the Registrant, dated July 6, 2021 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40575) filed on July 9, 2021)
       
    5.1*
     
    Opinion of Latham & Watkins LLP
       
    23.1*
     
    Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
       
    23.2*
     
    Consent of Latham & Watkins LLP (included in Exhibit 5.1)
       
    24.1*
     
    Power of Attorney (included on signature page)
       
    99.1
     
    EverCommerce Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-256641), filed on June 23, 2021 with the Commission)
         
    99.1.1
     
    Form of RSU Agreement under the EverCommerce Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.6.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-256641), filed on June 23, 2021 with the Commission)
         
    99.1.2
     
    Form of Option Agreement under the EverCommerce Inc. 2021 Incentive Award Plan (incorporated by reference to Exhibit 10.6.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-256641), filed on June 23, 2021 with the Commission)
       
    99.2
     
    EverCommerce Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-256641), filed on June 23, 2021 with the Commission)
         
    107.1*
     
    Filing Fee Table

    *
    Filed herewith.


    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 the City of Denver, State of Colorado, on March 13, 2025.

     
    EverCommerce Inc.
       
     
    By:
    /s/ Eric Remer
       
    Eric Remer
       
    Chief Executive Officer


    POWER OF ATTORNEY
     
    Each person whose signature appears below hereby constitutes and appoints Eric Remer, Ryan Siurek and Lisa Storey, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     
    Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

    Signature
     
    Title
     
    Date
             
    /s/ Eric Remer
     
    Director and Chief Executive Officer
    (Principal Executive Officer)
     
    March 13, 2025
    Eric Remer
           
             
    /s/ Ryan H. Siurek
     
    Chief Financial Officer
    (Principal Financial and Accounting Officer)
     
    March 13, 2025
    Ryan H. Siurek
           
             
    /s/ Richard A. Simonson
     
    Director
     
    March 13, 2025
    Richard A. Simonson
           
             
    /s/ Mark Hastings
     
    Director
     
    March 13, 2025
    Mark Hastings
           
             
    /s/ Joseph Osnoss
     
    Director
     
    March 13, 2025
    Joseph Osnoss
           
             
    /s/ Penny Baldwin-Leonard
     
    Director
     
    March 13, 2025
    Penny Baldwin-Leonard
           
             
    /s/ John Rudella
     
    Director
     
    March 13, 2025
    John Rudella
           
             
    /s/ Alexi Wellman
     
    Director
     
    March 13, 2025
    Alexi Wellman
           
             
    /s/ Tanner Austin
     
    Director
     
    March 13, 2025
    Tanner Austin
           



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