As filed with the Securities and Exchange Commission on May 23, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
DYNATRACE, INC.
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 47-2386428 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
1601 Trapelo Road, Suite 116
Waltham, Massachusetts 02451
(781) 531-1000
(Address of principal executive offices)
Dynatrace, Inc. 2019 Equity Incentive Plan
Dynatrace, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plans)
______________________________________________________________
Nicole Fitzpatrick
Executive Vice President, Chief Legal Officer & Secretary
Dynatrace, Inc.
1601 Trapelo Road, Suite 116
Waltham, Massachusetts 02451
(781) 531-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kenneth J. Gordon
Joseph C. Theis, Jr.
Aaron J. Berman
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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 relating to the 2019 Equity Incentive Plan, as amended (the “Equity Plan”) and the 2019 Employee Stock Purchase Plan (the “ESPP”) of Dynatrace, Inc. (the “Registrant”) registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-232950) of the Registrant is effective.
The number of shares reserved under the Equity Plan is subject to an automatic increase or evergreen provision on the first day of each fiscal year, beginning on April 1, 2020 and continuing on each April 1 thereafter, by an amount equal to the lesser of: (a) 4% of the number of shares of Common Stock issued and outstanding on the immediately preceding March 31; and (b) an amount determined by the Registrant’s board of directors.
The number of shares reserved and available for issuance under the ESPP is subject to an automatic increase or evergreen provision on the first day of each fiscal year, beginning on April 1, 2020 and continuing on each April 1 thereafter, by an amount equal to the lesser of: (a) 1% of the issued and outstanding shares of Common Stock on the immediately preceding March 31; (b) 3,500,000 shares of Common Stock; and (c) such other amount as may be determined by the Registrant’s board of directors.
As of March 31, 2024, the Registrant had 296,962,547 shares of Common Stock issued and outstanding.
Accordingly, this Registration Statement registers an additional 11,878,501 shares of Common Stock that became available for grant and issuance under the Equity Plan pursuant to its evergreen provision, and an additional 2,969,625 shares of Common Stock that became available for grant and issuance under the ESPP pursuant to its evergreen provision, in both cases as of April 1, 2024.
The information contained in the Registrant’s Registration Statement on Form S-8 (File No. 333-232950) relating to the Equity Plan and ESPP filed with the Securities and Exchange Commission on August 1, 2019 is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits” and except to the extent supplemented or amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this Registration Statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| | | | | | | | |
| Exhibit No. | | Description |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 5.1* | | |
| 23.1* | | |
| 23.2* | | |
| 23.3* | | |
| 24.1* | | |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 99.4 | | |
| 99.5 | | |
| 99.6 | | |
| 107* | | |
__________________________
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Waltham, Massachusetts, on May 23, 2024.
| | | | | | | | |
DYNATRACE, INC. |
| |
| By: | | /s/ Rick McConnell |
| | Rick McConnell |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Rick McConnell, James Benson and Nicole Fitzpatrick as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or any substitute or substitutes of any of them, 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 has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ Rick McConnell | | Chief Executive Officer and Director
(Principal Executive Officer) | | May 23, 2024 |
| Rick McConnell | | |
| | | | |
| /s/ James Benson | | Chief Financial Officer and Treasurer
(Principal Financial Officer) | | May 23, 2024 |
| James Benson | | |
| /s/ Daniel Yates | | Chief Accounting Officer
(Principal Accounting Officer) | | May 23, 2024 |
| Daniel Yates | | |
| | | | |
| /s/ Jill Ward | | Director, Board Chair | | May 23, 2024 |
| Jill Ward | | |
| | | | |
| /s/ Michael Capone | | Director | | May 23, 2024 |
| Michael Capone | | |
| | | | |
| /s/ Amol Kulkarni | | Director | | May 23, 2024 |
| Amol Kulkarni | | |
| | | | |
| /s/ Stephen Lifshatz | | Director | | May 23, 2024 |
| Stephen Lifshatz | | |
| | | | |
| /s/ Steve Rowland | | Director | | May 23, 2024 |
| Steve Rowland | | |
| | | | |
| /s/ Kenneth Virnig | | Director | | May 23, 2024 |
| Kenneth Virnig | | |
| | | | |
| /s/ Kirsten Wolberg | | Director | | May 23, 2024 |
| Kirsten Wolberg | | |