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    SEC Form S-8 filed by PagerDuty Inc.

    3/17/25 4:35:18 PM ET
    $PD
    Computer Software: Prepackaged Software
    Technology
    Get the next $PD alert in real time by email
    S-8 1 pagerdutys-8xmarch142025ev.htm S-8 Document

    As filed with the Securities and Exchange Commission on March 17, 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
    _________________________

    PAGERDUTY, INC.
    (Exact name of registrant as specified in its charter)
    Delaware27-2793871
    (State or other jurisdiction of Incorporation or organization)(I.R.S. Employer Identification No.)
    600 Townsend St., Suite 200
    San Francisco, California 94103
    (844) 800-3889
    (Address of principal executive offices) (Zip code)
    PagerDuty, Inc. 2019 Equity Incentive Plan
    PagerDuty, Inc. 2019 Employee Stock Purchase Plan
    (Full title of the plan)
    _________________________

    Jennifer G. Tejada
    Chief Executive Officer
    PagerDuty, Inc.
    600 Townsend St., Suite 200
    San Francisco, California 94103
    (Name and address of agent for service)

    (844) 800-3889
    (Telephone number, including area code, of agent for service)
    _________________________

    Copies to:
    David J. Segre
    Jon C. Avina
    Jonie I. Kondracki
    Cooley LLP
    3175 Hanover Street
    Palo Alto, California 94304
    Irving Gomez
    PagerDuty, Inc.
    600 Townsend St., Suite 200
    San Francisco, California 94103
    (844) 800-3889
    _________________________

    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    ý
    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 by PagerDuty, Inc. (the “Registrant”) to register (i) 4,554,130 additional shares of Common Stock, par value $0.000005 per share, reserved for issuance under the Registrant's 2019 Equity Incentive Plan and (ii) 910,826 additional shares of Common Stock, par value $0.000005 per share, reserved for issuance under the Registrant's 2019 Employee Stock Purchase Plan.

    PART II

    ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

    The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement:

    a.Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on April 15, 2019 (File No. 333-230889), March 19, 2020 (File No. 333-237280), March 19, 2021 (File No. 333-254503), March 17, 2022 (File No. 333-263645), March 16, 2023 (File No. 333-270609), and March 18, 2024 (File No. 333-278031) are hereby incorporated by reference in this Registration Statement to the extent not replaced hereby.

    b.The Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2025, filed with the Commission on March 17, 2025 (File No. 001-38856) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

    c.The Registrant’s Current Report on Form 8-K filed with the Commission on February 3, 2025 (File No. 001-38856).

    d.The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed on April 2, 2019 (File No. 001-38856) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description, including Exhibit 4.3 of the Registrant’s Annual Report on Form 10-K (001-38856) for the year ended January 31, 2020, filed with the SEC on March 19, 2020.

    e.All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after 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 herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such 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
    Incorporated by Reference
    Exhibit
    Number
    Description
    Form
    File No.
    ExhibitFiling DateFiled Herewith
    3.1
    Amended and Restated Certificate of Incorporation of PagerDuty, Inc.
    8-K001-388563.1April 15, 2019
    3.2
    Amended and Restated Bylaws of PagerDuty, Inc.
    8-K001-388563.2April 15, 2019
    5.1
    Opinion of Cooley LLP
    X
    10.1
    PagerDuty, Inc. 2019 Equity Incentive Plan, as amended, and forms of agreements thereunder
    10-K001-3885610.1March 17, 2022
    10.2
    PagerDuty, Inc. 2019 Employee Stock Purchase Plan
    S-1333-23032310.3March 21, 2019
    23.1
    Consent of PricewaterhouseCoopers LLP
    X
    23.2
    Consent of Ernst & Young LLP
    X
    23.3
    Consent of Cooley LLP (included in Exhibit 5.1)
    X
    24.1
    Power of Attorney (reference is made to the signature page hereto)
    X
    107
    Filing Fee Table
    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 San Francisco, State of California, on March 17, 2025.
    PAGERDUTY, INC.
    By:/s/ Jennifer G. Tejada
    Jennifer G. Tejada
    Chief Executive Officer




    POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennifer G. Tejada, Owen Howard Wilson, and Irving Gomez, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits 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 to be done in connection therewith, as fully 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 substitutes or substitute, 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.
    SignatureTitleDate
    /s/ Jennifer G. Tejada
    Chief Executive Officer and Director
    March 17, 2025
    Jennifer G. Tejada (Principal Executive Officer)
    /s/ Owen Howard Wilson
    Chief Financial Officer and Principal Accounting Officer (Interim)
    March 17, 2025
    Owen Howard Wilson
    (Principal Financial Officer and Principal Accounting Officer)
    /s/ Teresa CarlsonDirector
    March 17, 2025
    Teresa Carlson
    /s/ Sarah Franklin
    Director
    March 17, 2025
    Sarah Franklin
    /s/ Elena GomezDirector
    March 17, 2025
    Elena Gomez
    /s/ William LoschDirector
    March 17, 2025
    William Losch
    /s/ Rathi MurthyDirector
    March 17, 2025
    Rathi Murthy
    /s/ Zachary NelsonDirector
    March 17, 2025
    Zachary Nelson
    /s/ Alex SolomonDirector
    March 17, 2025
    Alex Solomon
    /s/ Bonita StewartDirector
    March 17, 2025
    Bonita Stewart


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