S-8

As filed with the Securities and Exchange Commission on March 22, 2016

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

WORKDAY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   20-2480422

(State or Other Jurisdiction

of Incorporation or Organization)

  

(I.R.S. Employer

Identification No.)

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Address of Principal Executive Offices) (Zip Code)

2012 Equity Incentive Plan

2012 Employee Stock Purchase Plan

(Full Title of the Plans)

 

 

Mark S. Peek

Co-President and Chief Financial Officer

Workday, Inc.

6230 Stoneridge Mall Road

Pleasanton, California 94588

(Name and Address of Agent For Service)

(925) 951-9000

(Telephone Number, including area code, of agent for service)

 

 

Copies to:

Jeffery R. Vetter, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041

(650) 988-8500

 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨ (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

To Be Registered

  

Amount

To Be

Registered (1)

  

Proposed

Maximum

Offering Price

Per Share

  

Proposed

Maximum

Aggregate

Offering Price

  

Amount of

Registration Fee

Class A Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2012 Equity Incentive Plan

   9,723,968 (2)   $70.67(3)   $687,144,198.72 (3)   $69,195.42(3)

Class A Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2012 Employee Stock Purchase Plan

   1,944,794 (4)   $60.07(5)   $116,814,537.81(5)   $11,763.22(5)

TOTAL

   11,668,762   N/A   $803,958,736.53   $80,958.64

 

 

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A Common Stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Class A Common Stock.
(2) Represents additional shares reserved for issuance under the 2012 Equity Incentive Plan as of the date of this Registration Statement.
(3) Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 15, 2016.
(4) Represents additional shares reserved for issuance under the 2012 Employee Stock Purchase Plan as of the date of this Registration Statement.
(5) Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s Class A Common Stock as reported on the New York Stock Exchange on March 15, 2016. In the case of the 2012 Employee Stock Purchase Plan, this price per share is multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2012 Employee Stock Purchase Plan.

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Workday, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register 9,723,968 additional shares of Class A Common Stock under the Registrant’s 2012 Equity Incentive Plan and 1,944,794 additional shares of Class A Common Stock under the Registrant’s 2012 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 prior registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 12, 2012 (Registration No. 333-184395), April 1, 2013 (Registration No. 333-187665), March 31, 2014 (Registration No. 333-194934) and March 25, 2015 (Registration No. 333-203004). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

II-1

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:

 

  (a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2016 filed with the Commission on March 22, 2016 pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

 

  (b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

 

  (c) the description of the Registrant’s Class A Common Stock contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 001-35680) filed with the Commission on October 3, 2012, including any amendments or reports filed for the purpose of updating such description.

All reports and definitive proxy or information statements filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing 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 documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits.

 

Exhibit

Number

   

Exhibit Description

    Incorporated by Reference    Filed
Herewith
      Form    File No.    Exhibit    Filing Date   
  4.1    Restated Certificate of Incorporation of the Registrant, as currently in effect.    10-Q    001-35680      3.1    December 7, 2012   
  4.2    Amended and Restated Bylaws of the Registrant, as currently in effect.    8-K    001-35680      3.1    June 5, 2015   
  4.3    Specimen of Class A Common Stock Certificate of the Registrant.    S-1/A    333-183640      4.1    October 1, 2012   
  4.4    2012 Equity Incentive Plan.    S-8    333-187665      4.4    April 1, 2013   
  4.5    Forms of Award Agreements to the 2012 Equity Incentive Plan    S-1    333-183640    10.3    August 30, 2012   
  4.6    2012 Employee Stock Purchase Plan    S-8    333-194934      4.6    March 31, 2014   
  5.1    Opinion and Consent of Fenwick & West LLP.                X
23.1    Consent of independent registered public accounting firm.                X

 

II-2

Exhibit

Number

   

Exhibit Description

    Incorporated by Reference    Filed
Herewith
      Form    File No.    Exhibit    Filing Date   
23.2    Consent of Fenwick & West LLP (contained in Exhibit 5.1).                X
24.1    Power of Attorney (incorporated by reference to Page II-4 of this Registration Statement).                X

 

II-3

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 Pleasanton, State of California, on this 22nd day of March, 2016.

 

Workday, Inc.
By:  

/s/ Mark S. Peek

  Mark S. Peek
  Co-President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Workday, Inc., a Delaware corporation, do hereby constitute and appoint Mark S. Peek, Co-President and Chief Financial Officer, Aneel Bhusri, Chief Executive Officer, and James P. Shaughnessy, Senior Vice President, General Counsel and Secretary, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ Aneel Bhusri

Aneel Bhusri

    Chief Executive Officer   March 22, 2016
   (Principal Executive Officer)  

/s/ Mark S. Peek

    Co-President and Chief Financial Officer   March 22, 2016
Mark S. Peek   

(Principal Financial Officer and Principal

Accounting Officer)

  

/s/ A. George (“Skip”) Battle

A. George (“Skip”) Battle

    Director   March 22, 2016
    

 

II-4

Signature

   

Title

  

Date

/s/ Christa Davies

Christa Davies

    Director   March 22, 2016

/s/ David A. Duffield

David A. Duffield

    Director   March 22, 2016

/s/ Michael M. McNamara

Michael M. McNamara

    Director   March 22, 2016

/s/ Michael A. Stankey

Michael A. Stankey

    Director   March 22, 2016

/s/ George J. Still

George J. Still

    Director   March 22, 2016

/s/ Jerry Yang

Jerry Yang

    Director   March 22, 2016

 

II-5

EXHIBIT INDEX

 

Exhibit

Number

         Incorporated by Reference    Filed
Herewith
  

Exhibit Description

    Form    File No.    Exhibit    Filing Date   
  4.1    Restated Certificate of Incorporation of the Registrant, as currently in effect.    10-Q    001-35680    3.1    December 7, 2012   
  4.2    Amended and Restated Bylaws of the Registrant, as currently in effect.    8-K    001-35680    3.1    June 5, 2015   
  4.3    Specimen of Class A Common Stock Certificate of the Registrant.    S-1/A    333-183640    4.1    October 1, 2012   
  4.4    2012 Equity Incentive Plan.    S-8    333-187665    4.4    April 1, 2013   
  4.5    Forms of Award Agreements to the 2012 Equity Incentive Plan    S-1    333-183640    10.3    August 30, 2012   
  4.6    2012 Employee Stock Purchase Plan    S-8    333-194934    4.6    March 31, 2014   
  5.1    Opinion and Consent of Fenwick & West LLP.                X
23.1    Consent of independent registered public accounting firm.                X
23.2    Consent of Fenwick & West LLP (contained in Exhibit 5.1).                X
24.1    Power of Attorney (incorporated by reference to Page II-4 of this Registration Statement).                X