Registration No. 333-
As filed with the Securities and Exchange Commission on November 8, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Arteris, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 3674 | 27-0117058 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
595 Millich Dr.
Campbell, CA 95008
(408) 470-7300
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Arteris, Inc. 2022 Employment Inducement Incentive Plan
(Full Title of the Plan)
K. Charles Janac
President and Chief Executive Officer
595 Millich Dr. Suite 200
Campbell, CA 95008
(408) 470-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jack Sheridan Page Mailliard Phillip S. Stoup Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
Paul L. Alpern Arteris, Inc. Vice President, General Counsel 595 Millich Dr. Suite 200 Campbell, CA 95008 (408) 470-7300 |
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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
Arteris, Inc. (the Registrant) is filing with the Securities and Exchange Commission (the SEC) this registration statement on Form S-8 (this Registration Statement) for the purpose of registering 2,000,000 shares of its common stock, par value $0.001 per share (the Common Stock) for issuance under the Arteris, Inc. 2022 Employment Inducement Incentive Plan (the Inducement Plan) adopted by the Registrants board of directors on November 3, 2022. The Inducement Plan provides for, among other things, the grant of nonqualified stock options, restricted stock units, restricted stock awards, performance awards, dividend equivalents, deferred stock awards, deferred stock units, stock payments and stock appreciation rights to eligible individuals.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the Securities Act). These documents and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The information incorporated by reference herein is considered to be part of this Registration Statement, and later information filed with the Commission will update and supersede this information. The Registrant hereby incorporate by reference into this Registration Statement the following documents previously filed with the Commission:
(a) | The Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 7, 2022, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the 1934 Act); |
(b) | The Registrants Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022, June 30, 2022 and September 30, 2022, filed with the Commission on May 10, 2022, August 9, 2022 and November 8, 2022; |
(c) | The Registrants Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 28, 2022, but only to the extent incorporated by reference in the Registrants Annual Report on Form 10-K for the fiscal year ended December 31, 2021; |
(d) | The Registrants Current Reports on Form 8-K filed with the Commission on February 22, 2022, April 5, 2022 and June 17, 2022 only to the extent that the items therein are specifically stated to be filed rather than furnished for the purposes of Section 18 of the 1934 Act; and |
(e) | The Registrants Registration Statement on Form 8-A (Registration No. 001-40960) filed with the Commission on October 22, 2021 in which there is described the terms, rights and provisions applicable to the Registrants Common Stock, including any amendment or report filed for purposes of updating such description. |
All reports and definitive proxy or information statements filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders
or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. 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 other subsequently filed document which 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. Under no circumstances will any information furnished under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
ITEM 4. DESCRIPTION OF SECURITIES
Not required to be filed with this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 102 of the Delaware General Corporation Law, the Registrant has adopted provisions in its amended and restated certificate of incorporation and bylaws that limit or eliminate the personal liability of the Registrants directors for a breach of their fiduciary duty of care as s director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
| any breach of the directors duty of loyalty to the Registrant or its stockholders; |
| any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or |
| any transaction from which the director derived an improper personal benefit. |
These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. The Registrants amended and restated certificate of incorporation also authorizes the Registrant to indemnify its officers, directors and other agents to the fullest extent permitted under Delaware law.
As permitted by Section 145 of the Delaware General Corporation Law, the Registrants amended and restated bylaws provide that:
| the Registrant may indemnify its directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; |
| the Registrant may advance expenses to its directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and |
| the rights provided in the amended and restated bylaws are not exclusive. |
The Registrants amended and restated certificate of incorporation and the Registrants amended and restated bylaws provide for the indemnification provisions described above and elsewhere herein. The Registrant has also entered into separate indemnification agreements with its directors and officers which may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require the Registrant, among other things, to indemnify its officers and directors against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require the Registrant to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. In addition, the Registrant has purchased a policy of directors and officers liability insurance that insures the Registrants directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of its officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT INDEX
Incorporated by Reference |
Date Filed | Filed Herewith | ||||||||||||||
Exhibit Number |
Description |
Form | Exhibit | |||||||||||||
4.1 | Amended and Restated Certificate of Incorporation of Arteris, Inc. | 8-K | 3.1 | 10/29/2021 | ||||||||||||
4.2 | Amended and Restated Bylaws of Arteris, Inc. | 8-K | 3.2 | 10/29/2021 | ||||||||||||
4.3 | Specimen Common Stock Certificate. | S-1/A | 4.1 | 10/18/2021 | ||||||||||||
5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||||||||
23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | X | ||||||||||||||
23.2 | Consent of Independent Registered Public Accounting Firm. | X | ||||||||||||||
24.1 | Power of Attorney (included in the signature page to this registration statement). | X | ||||||||||||||
99.1 | 2022 Employment Inducement Award Plan | 10-Q | 10.2 | 11/8/2022 | ||||||||||||
99.2 | Form of Stock Option Grant Notice and Stock Option Agreement under the 2022 Employment Inducement Award Plan | 10-Q | 10.3 | 11/8/2022 | ||||||||||||
99.3 | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2022 Employment Inducement Award Plan | 10-Q | 10.4 | 11/8/2022 | ||||||||||||
107.1 | Filing Fee Table | X |
# | Indicates management contract or compensatory plan. |
ITEM 9. UNDERTAKINGS
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made pursuant to this Registration Statement, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set |
forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Filing Fee Tables table in the effective Registration Statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
Provided however, that: paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement.
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Campbell, California, on November 8, 2022.
ARTERIS, INC. | ||
By: |
/s/ K. Charles Janac | |
K. Charles Janac | ||
President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint K. Charles Janac and Nicholas B. Hawkins, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her 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 this Registration Statement, 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 order to effectuate the same as fully, to all intents and purposes, as they or 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, 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 in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ K. Charles Janac K. Charles Janac |
Chairman, President and Chief Executive Officer (Principal Executive Officer) |
November 8, 2022 | ||
/s/ Nicholas B. Hawkins Nicholas B. Hawkins |
Chief Financial Officer (Principal Financial and Accounting Officer) |
November 8, 2022 | ||
/s/ Wayne C. Cantwell Wayne C. Cantwell |
Director | November 8, 2022 | ||
/s/ Raman K. Chitkara Raman K. Chitkara |
Director | November 8, 2022 | ||
/s/ Isabelle F. Geday Isabelle F. Geday |
Director | November 8, 2022 | ||
/s/ Claudia F. Munce Claudia F. Munce |
Director | November 8, 2022 | ||
/s/ S. Atiq Raza S. Atiq Raza |
Director | November 8, 2022 | ||
/s/ Antonio J. Viana S. Antonio J. Viana |
Director | November 8, 2022 |
Exhibit 5.1
140 Scott Drive | ||||
Menlo Park, California 94025 | ||||
Tel: +1.650.328.4600 Fax: +1.650.463.2600 | ||||
www.lw.com | ||||
FIRM / AFFILIATE OFFICES | ||||
Austin | Milan | |||
Beijing | Munich | |||
Boston | New York | |||
Brussels | Orange County | |||
Century City | Paris | |||
Chicago | Riyadh | |||
Dubai | San Diego | |||
Düsseldorf | San Francisco | |||
Frankfurt | Seoul | |||
Hamburg | Shanghai | |||
Hong Kong | Silicon Valley | |||
Houston | Singapore | |||
London | Tel Aviv | |||
November 8, 2022 | Los Angeles | Tokyo | ||
Madrid | Washington, D.C. |
Arteris, Inc.
595 Millich Dr. Suite 200
Campbell, CA 95008
Re: | Registration Statement on Form S-8; 2,000,000 shares of Common Stock of Arteris, Inc., par value $0.001 per share |
To the addressee set forth above:
We have acted as special counsel to Arteris, Inc., a Delaware corporation (the Company), in connection with the registration by the Company of an aggregate of 2,000,000 shares of common stock of the Company, par value $0.001 per share (the Shares), issuable under the Companys 2022 Employment Inducement Incentive Plan (the Inducement Plan). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on November 8, 2022 (the Registration Statement). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the DGCL), and we express no opinion with respect to any other laws.
November 8, 2022
Page 2
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, or certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company for legal consideration (not less than par value) in the circumstances contemplated by the Inducement Plan, assuming in each case that the individual issuances, grants or awards under the Inducement Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Inducement Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, |
/s/ Latham & Watkins LLP |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Arteris, Inc. of our report dated March 7, 2022, relating to the consolidated financial statements of Arteris, Inc. (the Company) appearing in the Annual Report Form 10-K of the Company for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Moss Adams LLP
San Francisco, California
November 8, 2022
Exhibit 107.1
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Arteris, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Maximum Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Common Stock, $0.001 par value per share | 457(c) and 457(h) | 2,000,000 | $4.78 | $9,560,000.00 | $110.20 per $1,000,000 | $1,053.512 | |||||||
Total Offering Amounts | $9,560,000.00 | $1,053.512 | ||||||||||||
Total Fee Offsets (3) | | |||||||||||||
Net Fee Due | $1,053.512 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of the Registrants common stock that become issuable under the Arteris, Inc. 2022 Employment Inducement Incentive Plan (the Inducement Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrants outstanding shares of common stock. |
(2) | Pursuant to 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of the Registrants common stock as reported on the Nasdaq Global Select Market on November 4, 2022, which date is within five business days prior to filing this Registration Statement. |
(3) | The Registrant does not have any fee offsets. |