As filed with the Securities and Exchange Commission on August 14, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
OUSTER, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 86-2528989 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
350 Treat Avenue
San Francisco, CA 94110 (415) 949-0188
(Address, including zip code and telephone number, including area code, of Registrant’s Principal Executive Offices)
Ouster, Inc. Amended & Restated 2022 Employee Stock Purchase Plan
(Full title of the plan)
Megan Chung
General Counsel and Corporate Secretary
350 Treat Avenue
San Francisco, CA 94110
(Name and address of agent for service)
(415) 949-0188
(Telephone number, including area code, of agent for service)
Copies to:
Drew Capurro
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, CA 92626
(650) 328-4600
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 with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 2,000,000 shares of Ouster, Inc. (the “Company”) common stock, par value $0.0001 per share (the “Common Stock”) issuable under the Company’s 2022 Employee Stock Purchase Plan (as amended and restated, the “2022 ESPP”) for which a registration statement of the Company on Form S-8 (File No. 333-266141) is effective.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement on Form S-8, File No. 333-266141, previously filed with respect to the 2022 ESPP, are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
| Item 3. | Incorporation of Documents by Reference. |
The following documents, which have been filed by the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
| a) |
| b) |
| c) |
| d) |
| e) | the Company’s Current Report on Form 8-K, filed with the Commission on June 25, 2024; |
| f) | the Company’s Current Report on Form 8-K, filed with the Commission on April 22, 2024; |
| g) | the Company’s Current Report on Form 8-K, filed with the Commission on March 14, 2024; and |
| h) | the description of the Company’s shares of Common Stock contained in the Company’s Registration Statement on Form 8-A12B, filed with the Commission on August 19, 2020, as updated in the exhibit titled “Description of Our Securities” filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 28, 2024, as well as any additional amendments or reports filed for the purpose of updating such description. |
All reports and other documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered pursuant to this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents or reports.
For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded to the extent that a subsequently filed document or a statement contained therein, or in any other subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such document or such statement in such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
| Exhibit Number |
Exhibit Description |
Form |
File Number |
Filing Date |
Incorporated Reference |
Filed Herewith |
||||||||||||||||
| 4.1 | Certificate of Incorporation of Ouster, Inc. | S-4 POS | 333-251611 | 3-10-2021 | 3.1 | |||||||||||||||||
| 4.2 | Certificate of Amendment to Certificate of Incorporation of Ouster, Inc. | 8-K | 001-39463 | 4-20-2023 | 3.1 | |||||||||||||||||
| 4.3 | Second Amended and Restated Bylaws of Ouster, Inc. (effective as of April 18, 2024). | 8-K | 001-39463 | 4-22-2024 | 3.1 | |||||||||||||||||
| 5.1 | Opinion of Latham & Watkins LLP. | * | ||||||||||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP. | * | ||||||||||||||||||||
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | * | ||||||||||||||||||||
| 24.1 | Power of Attorney (included on the signature page of the Registration Statement). | * | ||||||||||||||||||||
| 99.1 | Ouster, Inc. Amended and Restated 2022 Employee Stock Purchase Plan. | DEF 14A | 001-39463 | 04-25-2024 | Annex A | |||||||||||||||||
| 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 San Francisco, State of California, on this 14th day of August, 2024.
| OUSTER, INC. | ||
| By | /s/ Mark Weinswig | |
| Mark Weinswig | ||
| Chief Financial Officer | ||
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of Ouster, Inc., hereby severally constitute and appoint Angus Pacala, Mark Weinswig and Megan Chung, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign this registration statement and any and all amendments (including post-effective amendments) to this registration statement and all documents relating thereto, 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 or necessary to be done in and about the premises, as full to 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 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, as amended, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
| Signature | Title | Date | ||
| /s/ Angus Pacala |
Director, Co-Founder and Chief Executive Officer (Principal Executive Officer) | August 14, 2024 | ||
| Angus Pacala | ||||
| /s/ Mark Weinswig |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 14, 2024 | ||
| Mark Weinswig | ||||
| /s/ Theodore L. Tewksbury, Ph.D. |
Chair of the Board of Directors | August 14, 2024 | ||
| Theodore L. Tewksbury, Ph.D. | ||||
| /s/ Susan Heystee |
Vice Chair of the Board of Directors | August 14, 2024 | ||
| Susan Heystee | ||||
| /s/ Virginia Boulet |
Director | August 14, 2024 | ||
| Virginia Boulet | ||||
| /s/ Ernest Maddock |
Director | August 14, 2024 | ||
| Ernest Maddock | ||||
| /s/ Karin Rådström |
Director | August 14, 2024 | ||
| Karin Rådström | ||||
| /s/ Kristin Slanina |
Director | August 14, 2024 | ||
| Kristin Slanina | ||||
| /s/ Riaz Valani |
Director | August 14, 2024 | ||
| Riaz Valani | ||||