As filed with the Securities and Exchange Commission on February 6, 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
Sonos, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 03-0479476 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
Sonos, Inc.
301 Coromar Drive
Santa Barbara, CA 93117
Santa Barbara, CA 93117
(Address of Principal Executive Offices) (Zip Code)
2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full title of the plans)
Tom Conrad
Interim Chief Executive Officer
Sonos, Inc.
301 Coromar Drive
Santa Barbara, CA 93117
Santa Barbara, CA 93117
(805) 965-3001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Zachary R. Blume Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000 | Edward Lazarus Chief Legal and Strategy Officer and Corporate Secretary Sonos, Inc. 301 Coromar Drive Santa Barbara, CA 93117 (805) 965-3001 | |||||||
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, the Registrant is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 7,148,723 additional shares of common stock under the 2018 Equity Incentive Plan and 2,859,489 additional shares of common stock under the 2018 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on August 2, 2018 (Registration No. 333-226516), February 7, 2019 (Registration No. 333-229558), February 6, 2020 (Registration No. 333-236296), May 13, 2021 (Registration No. 333-256052), February 9, 2022 (Registration No. 333-262611), February 9, 2023 (Registration No. 333-269648) and February 7, 2024 (Registration No. 333-276910).
Item 8. Exhibits.
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed Herewith | ||||||||||||||||||||||||||||||||
| 4.1 | 10-Q | 001-38603 | 3.1 | 9/11/2018 | ||||||||||||||||||||||||||||||||||
| 4.2 | 10-Q | 001-38603 | 3.2 | 9/11/2018 | ||||||||||||||||||||||||||||||||||
| 4.3 | S-1 | 333-226076 | 4.01 | 7/6/2018 | ||||||||||||||||||||||||||||||||||
| 5.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.1 | X | |||||||||||||||||||||||||||||||||||||
| 23.2 | X | |||||||||||||||||||||||||||||||||||||
| 24.1 | X | |||||||||||||||||||||||||||||||||||||
| 99.1 | 10-Q | 001-38603 | 10.1 | 8/12/2021 | ||||||||||||||||||||||||||||||||||
| 99.2 | S-1 | 333-226076 | 10.04 | 7/6/2018 | ||||||||||||||||||||||||||||||||||
| 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 Santa Barbara, State of California, on February 6, 2025.
SONOS, INC. /s/ Tom Conrad Tom Conrad Interim Chief Executive Officer | |||||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Tom Conrad and Saori Casey, 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:
| Name | Title | Date | ||||||
/s/ Tom Conrad | Interim Chief Executive Officer and Director (Principal Executive Officer) | February 6, 2025 | ||||||
| Tom Conrad | ||||||||
/s/ Saori Casey | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | February 6, 2025 | ||||||
| Saori Casey | ||||||||
/s/ Karen Boone | Director | February 6, 2025 | ||||||
| Karen Boone | ||||||||
/s/ Joanna Coles | Director | February 6, 2025 | ||||||
| Joanna Coles | ||||||||
/s/ Bracken Darrell | Director | February 6, 2025 | ||||||
| Bracken Darrell | ||||||||
/s/ Julius Genachowski | Chairperson of the Board of Directors | February 6, 2025 | ||||||
| Julius Genachowski | ||||||||
/s/ Jonathan Mildenhall | Director | February 6, 2025 | ||||||
| Jonathan Mildenhall | ||||||||
/s/ Michelangelo Volpi | Director | February 6, 2025 | ||||||
| Michelangelo Volpi | ||||||||