Document


As filed with the Securities and Exchange Commission on February 1, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________
FACEBOOK, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
20-1665019
(State or Other Jurisdiction
of Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
1601 Willow Road
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)
2012 Equity Incentive Plan
(Full Title of the Plans)
______________________
David M. Wehner
Chief Financial Officer
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
(Name and Address of Agent For Service)
(650) 543-4800
(Telephone Number, including area code, of agent for service)
______________________

Copies to:
Jeffrey R. Vetter, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
(650) 988-8500
 
Colin S. Stretch, Esq.
David W. Kling, Esq.
Michael L. Johnson, Esq.
Facebook, Inc.
1601 Willow Road
Menlo Park, California 94025
(650) 543-4800
______________________
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 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
x
Accelerated filer
¨ 

Non-accelerated filer
¨ (Do not check if a smaller reporting company)
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. ¨ 




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, $0.000006 par value per share
 
 
 
 
Reserved for future issuance under the 2012 Equity Incentive Plan
42,000,000 (2)
$185.01(3)
$
7,770,420,000

$
967,417

     TOTAL
42,000,000
 
$
7,770,420,000

$
967,417

(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (“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 that results in an increase in the number of the outstanding shares of the Registrant’s Class A common stock.
(2)
Represents additional shares of the Registrant’s Class A common stock reserved for issuance under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”) pursuant to the provisions of the 2012 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2012 Plan.
(3)
Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Class A common stock as reported on the Nasdaq Global Select Market on January 30, 2018.





REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Facebook, Inc. (“Registrant”) is filing this Registration Statement on Form S-8 with the U.S. Securities and Exchange Commission (the “Commission”) to register 42,000,000 additional shares of the Registrant’s Class A common stock for issuance under the Registrant’s 2012 Equity Incentive Plan (the “2012 Plan”), pursuant to the provisions of the 2012 Plan that provide for an automatic annual increase in the number of shares reserved for issuance under the 2012 Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on February 1, 2013 (Registration No. 333-186402) and May 21, 2012 (Registration No. 333-181566). 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.





PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
(a)
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 1, 2018;
(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. 001-35551) filed with the Commission on May 14, 2012, including any amendments or reports filed for the purpose of updating such description.
All documents 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 deregisters 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 filing such documents, except as to specific sections of such documents as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the filing of this Registration Statement shall not be deemed 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 that also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 5. Interests of Named Experts and Counsel.
As of the date of this Registration Statement, attorneys of Fenwick & West LLP beneficially own an aggregate of approximately 22,000 shares of the Registrant’s capital stock (or securities convertible into shares of the Registrant's capital stock).





Item 8. Exhibits.
Exhibit
 
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
 
 
 
 
 
 
 
4.1
10-Q
001-35551
3.1
July 31, 2012
 
4.2
10-Q
001-35551
3.2
July 31, 2012
 
4.3
S-1
333-179287
4.1
February 8, 2012
 
5.1
 
 
 
 
X
23.1
 
 
 
 
X
23.2
 
 
 
 
X
24.1
 
 
 
 
X
99.1
 10-Q
 001-35551
 10.1
July 28, 2016
 
99.2

10-Q
001-35551
10.2
July 31, 2012
 
99.3
10-K
001-35551
10.3(C)
January 29, 2015
 
99.4
10-Q
001-35551
10.1
May 4, 2017
 
99.5
10-Q
001-35551
10.1
July 27, 2017
 





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 Menlo Park, State of California, on this 1st day of February, 2018.
 
 
 
FACEBOOK, INC.
 
 
 
 
Date:
February 1, 2018
 
/S/ David M. Wehner 
 
 
 
David M. Wehner
 
 
 
Chief Financial Officer
 
 
 
 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Registrant do hereby constitute and appoint David M. Wehner, Chief Financial Officer, and David W. Kling, Vice President, Deputy 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/ Mark Zuckerberg
 
Chairman and Chief Executive Officer
 
February 1, 2018
Mark Zuckerberg

 
(Principal Executive Officer)
 
 
/s/ David M. Wehner
 
Chief Financial Officer
 
February 1, 2018
David M. Wehner

 
(Principal Financial Officer)

 
 
/S/ Susan J.S. Taylor
 
Chief Accounting Officer
 
February 1, 2018
Susan J.S. Taylor

 
(Principal Accounting Officer)

 
 
/s/ Marc L. Andreessen
 
Director
 
February 1, 2018
Marc L. Andreessen

 
 
 
 
/s/ Erskine B. Bowles
 
Director
 
February 1, 2018
Erskine B. Bowles

 
 
 
 
/s/ Susan D. Desmond-Hellmann
 
Director
 
February 1, 2018
Susan D. Desmond-Hellman

 
 
 
 
/s/ Reed Hastings
 
Director
 
February 1, 2018
Reed Hastings

 
 
 
 
/s/ Jan Koum
 
Director
 
February 1, 2018
Jan Koum
 
 
 
 
/s/ Sheryl K. Sandberg
 
Director
 
February 1, 2018
Sheryl K. Sandberg

 
 
 
 
/s/ Peter A. Thiel
 
Director
 
February 1, 2018
Peter A. Thiel