Delaware | 95-3359658 | |
(State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
Sarah K. Solum Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000 | Brady Mickelsen Chief Legal Officer TriNet Group, Inc. 1100 San Leandro Blvd., Suite 400 San Leandro, CA 94577 (510) 352-5000 |
Large accelerated filer ý | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share(4) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | |
Common Stock, par value $0.000025 per share | |||||
– 2009 Equity Incentive Plan | 3,166,714 | (2) | $13.42 | $42,497,302 | $4,279 |
– 2014 Employee Stock Purchase Plan | 703,714 | (3) | $13.42 | $9,443,842 | $951 |
Total | 3,870,428 | $51,941,144 | $5,230 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s common stock, as applicable. |
(2) | Represents shares of common stock that were automatically added to the shares reserved for issuance under the Registrant’s 2009 Equity Incentive Plan (the “2009 Plan”) on January 1, 2016 pursuant to an “evergreen” provision contained in the 2009 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2009 Plan automatically increases on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2019, by the lesser of 4.5% of the total number of shares of the Registrant’s capital stock outstanding on December 31st of the immediately preceding calendar year, or a number of shares determined by the Registrant’s board of directors. |
(3) | Represents shares of common stock that were automatically added to the shares reserved for issuance under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) on January 1, 2016 pursuant to an “evergreen” provision contained in the 2014 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2014 ESPP automatically increases on January 1st each year, starting on January 1, 2015 and continuing through January 1, 2024, by the lesser of (a) 1% of the total number of shares of the Registrant’s common stock outstanding on December 31st of the preceding calendar year, (b) 1,800,000 shares of common stock or (c) a number determined by the Registrant’s board of directors |
(4) | Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $13.42 per share, the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 28, 2016. |
Exhibit Number | Description | |
4.1 (1) | Amended and Restated Certificate of Incorporation of TriNet Group, Inc. | |
4.2 (2) | Amended and Restated Bylaws of TriNet Group, Inc. | |
4.3 (3) | Amended and Restated Registration Rights Agreement, by and among TriNet Group, Inc., GA TriNet LLC and HR Acquisitions, LLC, dated June 1, 2009. | |
5.1 | Opinion of Davis Polk & Wardwell LLP. | |
23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
24.1 | Power of Attorney (included on the signature page of this Form S-8). | |
99.1 (4) | Amended and Restated 2009 Equity Incentive Plan. | |
99.2 (5) | Form of Option Agreement and Option Grant Notice under the Amended and Restated 2009 Equity Incentive Plan. | |
99.3 (6) | Form of Restricted Stock Unit Agreement and Restricted Stock Unit Award Notice under the Amended and Restated 2009 Equity Incentive Plan. | |
99.4 (7) | 2014 Employee Stock Purchase Plan. |
(1) | Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36373), filed with the Securities and Exchange Commission on April 1, 2014, and incorporated herein by reference. | |
(2) | Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 4, 2014, and incorporated herein by reference. | |
(3) | Filed as Exhibit 4.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on November 21, 2013, and incorporated herein by reference. | |
(4) | Filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 14, 2014, and incorporated herein by reference. | |
(5) | Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 4, 2014, and incorporated herein by reference. | |
(6) | Filed as Exhibit 10.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 4, 2014, and incorporated herein by reference. | |
(7) | Filed as Exhibit 10.7 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 14, 2014, and incorporated herein by reference. |
TRINET GROUP, INC. | |
By: | /s/ Burton M. Goldfield |
Burton M. Goldfield | |
Chief Executive Officer |
Signature | Title | Date | |||
/s/ Burton M. Goldfield | Chief Executive Officer (Principal Executive Officer) | April 1, 2016 | |||
Burton M. Goldfield | |||||
/s/ William Porter | Chief Financial Officer (Principal Financial and Accounting Officer) | April 1, 2016 | |||
William Porter | |||||
/s/ Katherine August-deWilde | Director | April 1, 2016 | |||
Katherine August-deWilde | |||||
/s/ Martin Babinec | Director | April 1, 2016 | |||
Martin Babinec | |||||
/s/ H. Raymond Bingham | Director | April 1, 2016 | |||
H. Raymond Bingham | |||||
Director | April 1, 2016 | ||||
/s/ Paul Chamberlain | |||||
Paul Chamberlain | |||||
/s/ Kenneth Goldman | Director | April 1, 2016 | |||
Kenneth Goldman | |||||
/s/ David C. Hodgson | Director | April 1, 2016 | |||
David C. Hodgson | |||||
/s/ John H. Kispert | Director | April 1, 2016 | |||
John H. Kispert | |||||
/s/ Wayne B. Lowell | Director | April 1, 2016 | |||
Wayne B. Lowell |
Exhibit Number | Description | |
4.1 (1) | Amended and Restated Certificate of Incorporation of TriNet Group, Inc. | |
4.2 (2) | Amended and Restated Bylaws of TriNet Group, Inc. | |
4.3 (3) | Amended and Restated Registration Rights Agreement, by and among TriNet Group, Inc., GA TriNet LLC and HR Acquisitions, LLC, dated June 1, 2009. | |
5.1 | Opinion of Davis Polk & Wardwell LLP. | |
23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1). | |
23.2 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | |
24.1 | Power of Attorney (included on the signature page of this Form S-8). | |
99.1 (4) | Amended and Restated 2009 Equity Incentive Plan. | |
99.2 (5) | Form of Option Agreement and Option Grant Notice under the Amended and Restated 2009 Equity Incentive Plan. | |
99.3 (6) | Form of Restricted Stock Unit Agreement and Restricted Stock Unit Award Notice under the Amended and Restated 2009 Equity Incentive Plan. | |
99.4 (7) | 2014 Employee Stock Purchase Plan. |
(1) | Filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K (File No. 001-36373), filed with the Securities and Exchange Commission on April 1, 2014, and incorporated herein by reference. | |
(2) | Filed as Exhibit 3.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 4, 2014, and incorporated herein by reference. | |
(3) | Filed as Exhibit 4.2 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on November 21, 2013, and incorporated herein by reference. | |
(4) | Filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 14, 2014, and incorporated herein by reference. | |
(5) | Filed as Exhibit 10.4 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 4, 2014, and incorporated herein by reference. | |
(6) | Filed as Exhibit 10.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 4, 2014, and incorporated herein by reference. | |
(7) | Filed as Exhibit 10.7 to Registrant’s Registration Statement on Form S-1 (File No. 333-192465), filed with the Securities and Exchange Commission on March 14, 2014, and incorporated herein by reference. |