Form S-8 - Securities to be offered to employees in employee benefit plans
May 07 2024 - 4:50PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 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
VTEX
(Exact name of
registrant as specified in its charter)
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The Cayman Islands |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
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(IRS Employer
Identification No.) |
125 Kingsway, WC2B 6NH
London, United Kingdom
(Address of Principal Executive Offices, including zip code)
VTEX 2021 SHARE PLAN
(Full title of the plan)
Cogency Global Inc.
122
East 42nd Street, 18th Floor
New York, NY 10168
(Name and address of agent for service)
+1 (212) 947-7200
(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.
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Large accelerated filer |
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Accelerated filer |
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☒ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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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. ☐
PART I
EXPLANATORY NOTE
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 is being filed for the purpose of registering a number of
Class A common shares, par value $0.0001 per share (Class A Common Shares) of VTEX (the Company or the Registrant) reserved for issuance under the VTEX 2021 Share Plan, as amended and restated on
November 7, 2022 (the 2021 Share Plan). The amount of Class A Common Shares being registered consists of 3,312,487 Class A Common Shares as a result of the operation, for the fiscal year ending December 31, 2024, of
the evergreen provision of the 2021 Share Plan, which provides that the total number of Class A Common Shares subject to the 2021 Share Plan will be increased on the first day of each fiscal year by an amount equal to 1.8% of our
outstanding share capital on December 31, 2023.
These Class A Common Shares are additional securities of the same class as
other securities for which the original registration statement on Form S-8 (File No. 333-261177) was filed with the Securities and Exchange Commission (the
Commission) on November 18, 2021.
Pursuant to General Instruction E to Form S-8,
the contents of such earlier registration statements, as amended by the post-effective amendments, where applicable, are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier
registration statements are modified as set forth in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents, which previously have been filed with the Commission (by the Registrant are hereby incorporated by reference in this
Registration Statement:
In addition to the foregoing, all documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (with respect to any Form 6-K, only to the extent designated therein) 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 in this Registration Statement and to be a part hereof from the
date of filing of such documents. 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 herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration Statement.
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 this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in London, United Kingdom, on May 7, 2024.
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VTEX |
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By: |
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/s/ Ricardo Camatta Sodré |
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Name: Ricardo Camatta Sodré |
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Title: Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Geraldo do Carmo Thomaz
Júnior, Mariano Gomide de Faria and Ricardo Camatta Sodré as attorneys-in-fact, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any and all additional registration statements and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States 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 in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 has been signed by the following persons
in the capacities indicated on May 7, 2024.
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Name |
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Title |
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By: |
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/s/ Geraldo do Carmo Thomaz Júnior |
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Co-Chief Executive Officer and Co-Chairman |
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Name: Geraldo do Carmo Thomaz Júnior |
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(principal executive officer) |
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By: |
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/s/ Mariano Gomide de Faria |
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Co-Chief Executive Officer and Co-Chairman |
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Name: Mariano Gomide de Faria |
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(principal executive officer) |
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By: |
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/s/ Ricardo Camatta Sodré |
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Chief Financial Officer |
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Name: Ricardo Camatta Sodré |
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(principal financial officer and principal accounting officer) |
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By: |
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/s/ Francisco Alvarez-Demalde |
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Director |
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Name: Francisco Alvarez-Demalde |
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By: |
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/s/ Alejandro Raul Scannapieco |
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Director |
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Name: Alejandro Raul Scannapieco |
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By: |
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/s/ Arshad Matin |
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Director |
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Name: Arshad Matin |
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By: |
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/s/ Benoit Jean-Claude Marie Fouilland |
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Director |
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Name: Benoit Jean-Claude Marie Fouilland |
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By: |
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/s/ Silvia Mazzucchelli |
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Director |
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Name: Silvia Mazzucchelli |
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AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the U.S. of the Registrant has
signed this registration statement on May 7, 2024.
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Cogency Global Inc |
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By: |
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/s/ Colleen A. De Vries |
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Name: Colleen A. De Vries |
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Title: Senior Vice-President on behalf of Cogency Global Inc. |
Exhibit 5.1
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________
Campbells LLP Floor 4, Willow House, Cricket Square
Grand Cayman KY1-9010
Cayman Islands |
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VTEX 125 Kingsway, WC2B 6NH
London, United Kingdom |
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D +1 345 914 5821 T +1 345 949
2648 E aclynes@campbellslegal.com
campbellslegal.com |
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Our Ref: ACL/00295-41083 Your
Ref: |
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May 7, 2024 |
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________
CAYMAN | BVI | HONG KONG |
Dear Sirs
VTEX (the
Company)
We are engaged to act as counsel as to Cayman Islands law to the Company in connection with the Companys registration
statement on Form S-8 originally filed on 18 November 2021 (File No 333-261177) with the Securities and Exchange Commission (including all supplements and
amendments thereto, the Registration Statement) in connection with the registration under the U.S. Securities Act of 1933, as amended (the Act) of the Companys Class A Common Shares of par value
US$0.0001 each in the capital of the Company (the Shares) for issuance pursuant to, as applicable: (i) the Companys Share Option Plan, as amended (the Plan).
For the purposes of giving this opinion, we have examined the documents and instruments listed in Schedule 1 hereto.
In giving this opinion we have relied upon the assumptions set out in Schedule 2 hereto, which we have not independently verified.
We are attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted by the courts of the Cayman Islands at the date hereof.
Based upon the
foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3 hereto, we are of the opinion that under the
laws of the Cayman Islands:
1 |
The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of
the Cayman Islands. |
2 |
The Shares have been duly authorised for issue, and when issued by the Company against payment in full of the
consideration as contemplated by the Plan and the applicable agreements made thereunder, and in accordance with the Resolutions and the Memorandum and Articles (each as defined in Schedule 1 hereto), such Shares will be validly issued, fully paid
and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders) of the Company. |
This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This
opinion is addressed to you and may be relied upon by you, your counsel and purchasers of the Shares pursuant to the Registration Statement, and may not be relied upon by any other person without our prior written consent. This opinion shall be
construed in accordance with the laws of the Cayman Islands. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In providing our 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 Securities and Exchange Commission thereunder.
Yours faithfully
/s/ Campbells LLP
Campbells LLP
Schedule 1
List of Documents Examined
1 |
Certificate of Incorporation of the Company dated 25 June 2018 issued by the Registrar of Companies;
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2 |
Amended and Restated Memorandum and Articles of Association of the Company adopted by special resolution dated
15 July 2021 (the Memorandum and Articles); |
3 |
Certificate of Good Standing in respect of the Company dated May 7, 2024 issued by the Registrar of
Companies; |
4 |
Written resolutions of the Directors of the Company dated May 6, 2024 (the
Resolutions); |
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A copy of the Registration Statement; |
6 |
Such other documents as we have considered necessary for the purposes of rendering this opinion.
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Schedule 2
Assumptions
The opinions hereinbefore
given are based upon the following assumptions, which we have not independently verified:
1 |
The originals of all documents examined in connection with this opinion are authentic. The signatures, initials
and seals on the documents reviewed are genuine and are those of a person or persons given power to execute the documents under the Resolutions. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their
original. |
2 |
Where a document has been provided to us in draft or undated form, it will be duly executed, dated and
unconditionally delivered in the same form as the last version provided to us. |
3 |
The Memorandum and Articles of Association remain in full force and effect and are unamended, and are or will
be the memorandum and articles of association of the Company in force on the date of the issuance of the Shares. |
4 |
The accuracy and completeness of all factual representations made in the Registration Statement and all other
documents reviewed by us. |
5 |
All factual statements contained in the Resolutions are true and correct, the Resolutions were duly passed and
are in full force and effect and have not been amended, varied, revoked or rescinded. |
6 |
There are no provisions of the laws of any jurisdiction outside the Cayman Islands which would be contravened
by issuance and allotment of the Shares and, insofar as any obligation expressed to be incurred under any of the documents is to be performed in or is otherwise subject to the laws of any jurisdiction outside the Cayman Islands, its performance will
not be illegal by virtue of the laws of that jurisdiction. |
7 |
That the Company will receive money or moneys worth in consideration for the issue of the Shares at the
agreed issue price therefore, in any event not being less than the par value of each Share. |
8 |
There is nothing contained in the minute book or corporate records of the Company (which we have not inspected)
which would or might affect the opinions herein. |
9 |
All preconditions to the issue of the Shares under the terms of the applicable Plan and the agreements entered
into thereunder will be satisfied or duly waived prior to the issue of the Shares and there will be no breach of the terms of the Plans or such agreements entered into thereunder. |
Schedule 3
Qualifications
The opinions hereinbefore
given are subject to the following qualifications:
1 |
In this opinion letter, the phrase non-assessable means,
with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association of the Company, to the
contrary, have any obligation to make further contributions to the Companys assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose of other
circumstances in which a court may be prepared to pierce or lift the corporate veil). |
2 |
Under Cayman Islands law, the register of members is prima facie evidence of title to shares and
this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the
correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As
far as we are aware, such applications are rarely made in the Cayman Islands and for the purposes of the opinion given in paragraph 2 of this opinion, there are no circumstances or matters of fact known to us on the date of this opinion letter which
would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such Shares may be subject to re-examination by a Cayman Islands court. |
3 |
To maintain the Company in good standing under the laws of the Cayman Islands, annual filing fees must be paid
and returns made to the Registrar of Companies. |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of VTEX of our report
dated February 27, 2024 relating to the financial statements, which appears in VTEXs Annual Report on Form 20-F for the year ended
December 31, 2023.
/s/ PricewaterhouseCoopers Auditores Independentes Ltda.
Rio de Janeiro, Brazil
May 7, 2024
Exhibit 107
CALCULATION OF FILING FEE TABLES
Form S-8
(Form Type)
VTEX
(Exact name of Registrant as specified in its charter)
Table 1: Newly Registered Securities
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Security
Type |
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Security Class Title |
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Fee Calculation Rule (2) |
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Amount Registered (1) |
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Proposed Maximum Offering Price Per Unit (2) |
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Maximum
Aggregate Offering
Price (2) |
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Fee
Rate |
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Amount of Registration
Fee |
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Equity |
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Class A Common Shares, par value US$0.0001 per common share |
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Other |
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3,312,487 |
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US$ |
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US$ 24,678,028.15 |
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$147.60 per $1,000,000 |
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US$ 3,642.48 |
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Total Offering Amounts |
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US$ 24,678,028.15 |
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US$ 3,642.48 |
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Total Fee Offsets |
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Net Fee Due |
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US$ 3,642.48 |
(1) Covers Class A Common Shares, par value US$0.0001 per share (Class A Common
Shares), of VTEX (the Registrant) issuable pursuant to the VTEX 2021 Share Plan (as amended and restated, the 2021 Share Plan). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement also covers an indeterminate number of additional Class A common shares that may be offered and issued to prevent dilution resulting from share splits, share dividends or similar
transactions.
(2) Estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act. The
amount of the registration fee is based on a price of US$ 7.45 per Class A common share, which is the average of the high and low prices of the Class A common shares as reported on the New York Stock Exchange on May 1, 2024.
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