BuzzFeed, Inc. — Capital/Financing Update 2023

Mar 21, 2023

S-8 1 a2022q4forms-82023.htm S-8 html PUBLIC "-//W3C//DTD HTML 4.01 Transitional//EN" "http://www.w3.org/TR/html4/loose.dtd" Document created using Wdesk Copyright 2023 Workiva Document

As filed with the Securities and Exchange Commission on March 21, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BUZZFEED, INC.

(Exact name of registrant as specified in its charter)

Delaware	85-3022075
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
229 West 43rd Street New York, New York 10036
(Address of principal executive offices) (Zip Code)

BUZZFEED, INC. 2021 EQUITY INCENTIVE PLAN

BUZZFEED, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Jonah Peretti

Chief Executive Officer and Chairman of the Board

BuzzFeed, Inc.

229 West 43rd Street

New York, New York 10036

(646) 589-8592

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Valerie Ford Jacob, Esq.

Freshfields Bruckhaus Deringer US LLP 601 Lexington Avenue New York, New York 10022 (212) 277-4000

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	□	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

The purpose of this Registration Statement on Form S-8 is to register 6,977,162 additional shares of Class A common stock, par value $0.0001 per share (the “Shares”), of BuzzFeed, Inc. (the “Registrant”), to be reserved for issuance under the BuzzFeed, Inc. 2021 Equity Incentive Plan (the “EIP”) and 1,395,432 additional Shares to be reserved for issuance under the BuzzFeed, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which are in addition to the 37,951,308 Shares under the EIP and 3,856,646 Shares under the ESPP registered on the Registration Statement on Form S-8 filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”) on February 8, 2022, Commission File No. 333-262582 (the “Prior Registration Statement”). Such additional Shares reserved for issuance under the EIP and ESPP became effective January 1, 2023 by operation of the “evergreen” provision contained in the EIP and ESPP, respectively.

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the “Note” to Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 will be sent or given to the participants in the EIP and ESPP covered by this Registration Statement, as specified by the Commission, pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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 are incorporated as of their respective dates in this Registration Statement by reference:

(a) The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2022 (File No. 001-39877), filed with the Commission on March 16, 2023;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant document referred to in (a) above; and

(c) The description of the Shares contained in Registrant’s Prospectus filed on January 24, 2022 pursuant to Rule 424(b) under the Securities Act, including any amendments or reports filed for the purpose of updating such description.

All other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission, and other documents or information deemed furnished but not filed under the rules of the Commission), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that 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 herein or in a document all or a portion of which is 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 that 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.

Item 8. Exhibits

The exhibits listed on the exhibit index at the end of this Registration Statement are included in this Registration Statement.

EXHIBITS

Exhibit No.	Description
4.1	Second Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 8-K (File No. 001-39877) submitted to the Commission by the Registrant on December 9, 2021).
4.2	Certificate of Change of Registered Agent and/or Registered Office, dated as of March 13, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K (File No. 001-39877) submitted to the Commission by the Registration on March 15, 2021).
4.3	Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 8-K (File No. 001-39877) submitted to the Commission by the Registrant on December 9, 2021).
4.4	Specimen Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A (File No. 333-258343) submitted to the Commission by the Registrant on October 1, 2021).
5.1*	Opinion of Freshfields Bruckhaus Deringer US LLP, counsel to the Registrant, regarding the legality of the securities being offered hereby (including consent).
23.1*	Consent of Deloitte & Touche LLP, independent registered accounting firm for the Registrant.
23.2*	Consent of Freshfields Bruckhaus Deringer US LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included as part of the signature pages to this Registration Statement).
99.1	BuzzFeed, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-262582) submitted to the Commission by the Registrant on February 8, 2022.
99.7	BuzzFeed, Inc. 2021 Equity Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form 8-K (File No. 001-39877) submitted to the Commission by the Registrant on December 9, 2021).
107*	Filing Fee Table.

• Filed herewith

SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, 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 New York, State of New York on the 21 st day of March, 2023.

/s/ Jonah Peretti
Name:	Jonah Peretti
Title:	Chief Executive Officer and Chairman of the Board

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Jonah Peretti and Felicia DellaFortuna as such person’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and does hereby grant unto each said attorney-in-fact and agent 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 such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent, or any substitute therefor, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 21 st day of March, 2023:

Name		Title
By:	/s/ Jonah Peretti	Chief Executive Officer and Chairman of the Board
	Jonah Peretti	(Principal Executive Officer)
By:	/s/ Felicia DellaFortuna	Chief Financial Officer
	Felicia DellaFortuna	(Principal Financial Officer)
By:	/s/ Daniel Weinstein	Chief Accounting Officer
	Daniel Weinstein	(Principal Accounting Officer)
By:	/s/ Angela Acharia	Director
	Angela Acharia
By:	/s/ Joan Amble	Director
	Joan Amble
By:	/s/ Greg Coleman	Director
	Greg Coleman
By:	/s/ Patrick Kerins	Director
	Patrick Kerins
By:	/s/ Janet Rollé	Director
	Janet Rollé
By:	/s/ Adam Rothstein	Director
	Adam Rothstein