As filed with the Securities and Exchange Commission on June 24, 2022.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HEALTHEQUITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 52-2383166 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
| 15 W. Scenic Pointe Dr., Suite 100 | |
| Draper, Utah | 84020 |
| (Address of Principal Executive Offices) | (Zip Code) |
HealthEquity, Inc. 2014 Equity Incentive Plan
(Full title of the plan)
Jon Kessler
President and Chief Executive Officer
15 W. Scenic Pointe Dr., Ste. 100
Draper, Utah 84020
(Name and address of agent for service)
(801) 727-1000
(Telephone number, including area code, of agent for service)
Copies to:
Matthew Haddad, Esq.
Michael A. Katz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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 x | 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers an additional 2,514,342 shares of the Registrant’s common stock, par value $0.0001 per share, issuable under the HealthEquity, Inc. 2014 Equity Incentive Plan, as amended and restated (the “HealthEquity Plan”). Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference into this Registration Statement the contents of its registration statements relating to such plan, including all exhibits filed therewith or incorporated therein by reference, filed on Form S-8 on August 1, 2014, May 22, 2015, April 22, 2016, June 23, 2017, June 22, 2018, June 27, 2019, August 30, 2019, June 25, 2020, and June 28, 2021 (File Nos. 333-197778, 333-204421, 333-210867, 333-218937, 333-225827, 333-232399, 333-233573, 333-239436, and 333-257467), except as expressly modified herein.
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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 by the Registrant with the Commission (excluding any portions of such document that have been furnished to, and deemed not to filed with, the Commission):
In addition, all documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement 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 of such documents with the Commission; provided, however, that documents, reports and definitive proxy or information statements, or portions thereof, which are “furnished” and not “filed” in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement unless the Registrant expressly provides to the contrary that such document or information is incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
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ITEM 8. EXHIBITS.
* Filed herewith.
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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 Draper, State of Utah, on June 24, 2022.
| HEALTHEQUITY, INC. | ||
| By: | /s/ Jon Kessler | |
| Name: | Jon Kessler | |
| Title: | President and Chief Executive Officer | |
| - 5 - |
Each person whose signature appears below constitutes and appoints Jon Kessler and Tyson Murdock, and each of them, as attorney-in-fact with full power of substitution and re-substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange 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 and about the premises, as fully to 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 their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
| Date: June 24, 2022 | By: | /s/ Robert Selander |
| Name: | Robert Selander | |
| Title: | Chairman of the Board, Director | |
| Date: June 24, 2022 | By: | /s/ Jon Kessler |
| Name: | Jon Kessler | |
| Title: | President and Chief Executive Officer (Principal Executive Officer) | |
| Date: June 24, 2022 | By: | /s/ Tyson Murdock |
| Name: | Tyson Murdock | |
| Title: | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Date: June 24, 2022 | By: | /s/ Frank Corvino |
| Name: | Frank Corvino | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Adrian Dillon |
| Name: | Adrian Dillon | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Evelyn Dilsaver |
| Name: | Evelyn Dilsaver | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Debra McCowan |
| Name: | Debra McCowan | |
| Title: | Director |
| - 6 - |
| Date: June 24, 2022 | By: | /s/ Rajesh Natarajan |
| Name: | Rajesh Natarajan | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Stephen Neeleman, M.D. |
| Name: | Stephen Neeleman, M.D. | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Stuart Parker |
| Name: | Stuart Parker | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Ian Sacks |
| Name: | Ian Sacks | |
| Title: | Director | |
| Date: June 24, 2022 | By: | /s/ Gayle Wellborn |
| Name: | Gayle Wellborn | |
| Title: | Director |
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Exhibit 5.1
 |
787 Seventh Avenue |
| New York, NY 10019-6099 | |
| Tel: 212 728 8000 | |
| Fax: 212 728 8111 |
June 24, 2022
HealthEquity, Inc.
15 W. Scenic Pointe Drive, Suite 100
Draper, Utah 84020
| Re: | HealthEquity, Inc. |
| Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to HealthEquity, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Act”), by the Company of an additional 2,514,342 shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), reserved for issuance pursuant to the Company’s 2014 Equity Incentive Plan, as amended and restated (the “Plan”).
We have examined, among other things, originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, papers, statutes, and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied without independent check or verification upon statements and certificates of officers and representatives of the Company.
Based on the foregoing, and subject to the limitations set forth below, we are of the opinion that, when the Registration Statement becomes effective under the Act, the Common Stock to be issued by the Company under the Plan, when duly issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid, and non-assessable.
This opinion is limited to the General Corporation Law of the State of Delaware, and we express no opinion with respect to the laws of any other jurisdiction or any other laws of the State of Delaware. This opinion speaks only as of the date hereof and is limited to present statutes, regulations and administrative and judicial interpretations. We undertake no responsibility to update or supplement this opinion after the date hereof.
We hereby consent to the filing of 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 and any rules and regulations promulgated thereunder.
Very truly yours,
/s/ Willkie Farr & Gallagher LLP
Brussels Chicago Frankfurt Houston London Los Angeles Milan
New York Palo Alto Paris Rome San Francisco Washington
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of HealthEquity, Inc. of our report dated March 31, 2022 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in HealthEquity's Annual Report on Form 10-K for the year ended January 31, 2022.
/s/ PricewaterhouseCoopers LLP
Salt Lake City, UT
June 24, 2022
Exhibit 107
Calculation of Filing Fee Table
Form S-8
HEALTHEQUITY, INC.
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit (3) | Maximum Aggregate Offering Price (3) | Fee Rate | Amount of Registration Fee | |||||||||||||||
| Equity | Common Stock, par value $0.0001 per share | Rule 457(c) and Rule 457(h) | 2,514,342 (2) | $ | 69.53 | $ | 174,822,199.26 | $92.70 per $1,000,000 | $ | 16,206.02 | ||||||||||||
| Total Offering Amounts | $ | 174,822,199.26 | $ | 16,206.02 | ||||||||||||||||||
| Total Fee Offsets | $ | 1,263.35 | ||||||||||||||||||||
| Net Fees Due | $ | 14,942.67 | ||||||||||||||||||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the registration statement on Form S-8 (the “Registration Statement”) to which this exhibit relates shall also cover any additional shares of common stock, par value $0.0001 per share (“Common Stock”) of HealthEquity, Inc. (the “Registrant”) that become issuable under the HealthEquity, Inc. 2014 Equity Incentive Plan, as amended and restated (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. | |
| (2) | Represents the additional 2,514,342 shares of Common Stock that were automatically added to the shares authorized for issuance under the Plan on February 1, 2022 pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, on February 1st of each year commencing in 2015 and ending on (and including) February 1, 2024, the number of shares of Common Stock reserved for issuance under the Plan is automatically increased by an amount equal to the lesser of: (i) 3% of the total number of shares of Common Stock outstanding on January 31st of the preceding fiscal year; and (ii) such lesser number of shares of Common Stock determined by the Registrant’s board of directors. | |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, based on the average of the high and low sales prices of the Registrant’s Common Stock as reported on The NASDAQ Global Select Market on June 21, 2022. |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name | Form or Filing Type | File Number (1) | Initial Filing Date | Filing Date | Fee Offset Claimed (2) | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid With Fee Offset Source (3) | ||||||||||||||||
| Rule 457(p) | ||||||||||||||||||||||||||
| Fee Offset Claims | HealthEquity, Inc. | S-8 | 333-233573 | August 30, 2019 | $ | 1,263.35 | Equity | Common Stock, par value $0.0001 per share | 179,255 | $ | 10,423,681.05 | |||||||||||||||
| Fee Offset Sources | HealthEquity, Inc. | S-8 | 333-233573 | August 30, 2019 | $ | 37,036.27 | ||||||||||||||||||||
| (1) | Effective as of June 15, 2020, the Registrant terminated the offering that included 5,255,027 unsold shares of Common Stock under its registration statement on Form S-8 (Registration No. 333-233573) (the “2019 Registration Statement”) by filing a post-effective amendment to such registration statement deregistering such unsold shares. | |
| (2) | Represents the remaining portion of the unused registration fee previously paid by the Registrant in connection with the 2019 Registration Statement. The Registrant used (i) $16,674.96 of such registration fee as an offset to the registration fee due under its registration statement on Form S-8 (Registration No. 333-239436) filed on June 25, 2020 and (ii) $19,097.96 of such registration fee as an offset to the registration fee due under its registration statement on Form S-8 (Registration No. 333-257467) filed on June 28, 2021. | |
| (3) | Pursuant to Rule 457(p) under the Securities Act, the Registrant expects to offset the registration fee due under this Registration Statement by an amount of fees that was previously paid with respect to the number of shares of Common Stock of the Registrant that remained unsold under the 2019 Registration Statement as of June 15, 2020. The registration fee previously paid under the 2019 Registration Statement was $37,036.27, of which $1,263.35 is available to be claimed as a fee offset, all of which is being applied to the registration fee due under this Registration Statement. |