LRN Stride Inc

 

As filed with the Securities and Exchange Commission on August 7, 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 

 

 

Stride, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		95-4774688
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

 

11720 Plaza America, 9th Floor

Reston, VA 20190

(Address of Principal Executive Offices) (Zip Code)

 

Amended and Restated 2016 Equity Incentive Award Plan

(Full title of the plan)

 

Vincent W. Mathis		Copy to:
Executive Vice President, General Counsel		Julia A. Thompson
and Secretary		Latham & Watkins LLP
11720 Plaza America		555 11th Street, NW
9th Floor		Suite 1000
Reston, VA 20190		Washington, DC 20004
(703) 483-7000		(202) 637-2200

 

(Name and address of agent for service)

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

 

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	o
Non-accelerated filer	o	Smaller reporting company	o
		Emerging growth company	o

 

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. o

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed in order to register 639,745 shares of common stock, $0.0001 par value per share (“Common Stock”), of Stride, Inc. (the “Company” or the “Registrant”) that may be issued to participants pursuant to the Company’s Amended and Restated 2016 Equity Incentive Award Plan (the “Plan”), resulting from the “recycling” provisions of the Plan, which provide that unissued shares of Common Stock subject to certain forfeited, canceled, terminated or expired equity awards, and shares of Common Stock delivered to, or retained by, the Company to satisfy applicable tax withholding obligations of certain equity awards, may be re-issued under the Plan.

 

Pursuant to General Instruction E to Form S-8, the contents of the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on January 25, 2023 (File No. 333-269399) is incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.             Incorporation of Documents by Reference.

 

The following documents filed with the Commission by the Registrant are incorporated by reference into this Registration Statement:

 

1.

The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, filed with the Commission on August 7, 2024;

  

2.

The Registrant’s Current Report on Form 8-K filed with the Commission on May 17, 2024; and

 

3.

The description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A (No. 001-33883) filed on December 11, 2007, under the Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered 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 part of this Registration Statement from the date of the filing of such documents, except as to any portion of any document, including portions of a Current Report furnished under Items 2.02 or 7.01 of Form 8-K, that is not deemed filed under such provisions.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement is deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement conflicts with a statement contained in this Registration Statement or in any subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement.

 

You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.

 

 

Item 8.

Exhibits.

 

Exhibit Number		Description
4.1		Fifth Restated Certificate of Incorporation of Stride, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on December 16, 2020, File No. 001-33883).
4.2		Fifth Amended and Restated Bylaws of Stride, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on August 9, 2023, File No. 001-33883).
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of BDO USA, P.C.
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page of this Registration Statement).
99.1		Amended and Restated 2016 Equity Incentive Award Plan (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on October 26, 2022, File No. 001-33883).
99.2		Form of Stock Option Agreement under the 2016 Incentive Award Plan (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the SEC on August 9, 2017, File No. 001-33883).
99.3		Form of Restricted Stock Award Agreement under the 2016 Incentive Award Plan (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended June 30, 2017, filed with the SEC on August 9, 2017, File No. 001-33883).
99.4		Form of Performance Share Unit Agreement  under the 2016 Incentive Award Plan (incorporated by reference to Exhibit 10.1, to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022, filed with the SEC on January 24, 2023, File No. 001-33883).
107		Filing Fee Table.

 

 

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 Reston, state of Virginia, on the 7th day of August, 2024.

 

	STRIDE, INC.
	By:	/s/ James J. Rhyu
		James J. Rhyu Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints jointly and severally, James J. Rhyu, Donna M. Blackman and Vincent W. Mathis and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments) and to file the same, with all 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 foregoing, 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 substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ James J. Rhyu		Chief Executive Officer and Director (Principal Executive Officer)		August 7, 2024
James J. Rhyu
/s/ Donna M. Blackman		Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		August 7, 2024
Donna M. Blackman
/s/ Craig R. Barrett		Chair of the Board		August 7, 2024
Craig R. Barrett
/s/ Aida M. Alvarez		Director		August 7, 2024
Aida M. Alvarez
/s/ Steven B. Fink		Director		August 7, 2024
Steven B. Fink
/s/ Robert E. Knowling, Jr.		Director		August 7, 2024
Robert E. Knowling, Jr.
/s/ Allison Lawrence		Director		August 7, 2024
Allison Lawrence
/s/ Liza McFadden		Director		August 7, 2024
Liza McFadden
/s/ Ralph Smith		Director		August 7, 2024
Ralph Smith
/s/ Joseph A. Verbrugge		Director		August 7, 2024
Joseph A. Verbrugge

 

 

	555 Eleventh Street, N.W., Suite 1000
	Washington, D.C. 20004-1304
	Tel: +1.202.637.2200 Fax: +1.202.637.2201
	www.lw.com
August 7, 2024	FIRM / AFFILIATE OFFICES
	Austin	Milan
	Beijing	Munich
	Boston	New York
	Brussels	Orange County
	Century City	Paris
	Chicago	Riyadh
	Dubai	San Diego
	Düsseldorf	San Francisco
	Frankfurt	Seoul
	Hamburg	Silicon Valley
	Hong Kong	Singapore
	Houston	Tel Aviv
	London	Tokyo
	Los Angeles	Washington, D.C.
	Madrid

 

Stride, Inc.

11720 Plaza America, 9th Floor

Reston, VA 20190

 

Re:

Registration Statement on Form S-8; 639,745 shares of common stock, $0.0001 par value per share

 

To the addressee set forth above:

 

We have acted as special counsel to Stride, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 639,745 shares of common stock, $0.0001 par value per share (the “Shares”), to be issued pursuant to the Company’s Amended and Restated 2016 Equity Incentive Award Plan (the “Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 7, 2024 (the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

 

 

August 7, 2024
Page 2

 

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing 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 or the rules and regulations of the Commission thereunder.

 

	Sincerely,
	/s/ Latham & Watkins LLP

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Stride, Inc.

Reston, Virginia

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Stride, Inc. of our reports dated August 6, 2024, relating to the consolidated financial statements and schedule, and the effectiveness of Stride, Inc.’s internal control over financial reporting, which appears in the Annual Report on Form 10-K for the year ended June 30, 2024.

 

/s/ BDO USA, P.C.

Potomac, Maryland

 

August 7, 2024

 

 

v3.24.2.u1

Submission	Aug. 02, 2024
Submission [Line Items]
Central Index Key	0001157408
Registrant Name	Stride, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.24.2.u1

Offerings - Offering: 1	Aug. 02, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Stock, $0.0001 par value per share
Amount Registered | shares	639,745
Proposed Maximum Offering Price per Unit	75.11
Maximum Aggregate Offering Price	$ 48,051,246.95
Fee Rate	0.01476%
Amount of Registration Fee	$ 7,092.36
Offering Note	(1) This Registration Statement registers 639,745 shares of common stock, $0.0001 par value per share ("Common Stock"), of Stride, Inc. (the "Registrant") that may be issued to participants pursuant to the Company's Amended and Restated 2016 Equity Incentive Award Plan (the "Plan"), resulting from the "recycling" provisions of the Plan, which provide that unissued shares of Common Stock subject to certain forfeited, canceled, terminated or expired equity awards, and shares of Common Stock delivered to, or retained by, the Company to satisfy applicable tax withholding obligations of certain equity awards, may be re-issued under the Plan. 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 common stock of the Registrant that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant's receipt of consideration which would increase the number of outstanding shares of common stock. (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The Proposed Maximum Offering Price Per Share is based on the average of the high and the low price of Common Stock as reported on the New York Stock Exchange on August 1, 2024.

v3.24.2.u1

Fees Summary	Aug. 02, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 48,051,246.95
Total Fee Amount	7,092.36
Total Offset Amount	0.00
Net Fee	$ 7,092.36

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