Dolby Laboratories, Inc. — Regulatory Filings 2020

Feb 25, 2020

S-8 1 d851725ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on February 25, 2020

Registration No. 333-___

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

DOLBY LABORATORIES, INC.

(Exact name of Registrant as specified in its charter)

Delaware	90-0199783
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1275 Market Street

San Francisco, California 94103-1410

(415) 558-0200

(Address including zip code, and telephone number, including area code, of principal executive offices)

2020 STOCK PLAN

(formerly known as the 2005 Stock Plan)

(Full title of the plan)

Andy Sherman, Esq.

Executive Vice President, General Counsel and Secretary

Dolby Laboratories, Inc.

1275 Market Street

San Francisco, California 94103-1410

(415) 558-0200

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

Copy to:

Mark B. Baudler, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304-1050

(650) 493-9300

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. (Check one):

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 . ☐

CALCULATION OF REGISTRATION FEE

| Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | | --- | --- | --- | --- | --- | | Class A Common Stock $0.001 par value | 9,000,000 shares | $70.78(2) | $636,975,000.00 | $82,679.36 |

| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s Class A Common Stock that become issuable under the 2020 Stock Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Class A Common Stock. | | --- | --- | | (2) | Estimated in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933 solely for the purpose of calculating the registration fee, based upon $70.78, the average of the high and low prices of the Registrant’s Class A common stock on February 24, 2020, as reported on the New York Stock Exchange. |

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement registers additional shares of Class A Common Stock of Dolby Laboratories, Inc. (the “Registrant”) to be issued pursuant to the Registrant’s 2020 Stock Plan (the “2020 Plan”), formerly known as the 2005 Stock Plan. Accordingly, the contents of (i) the previous Registration Statement on Form S-8 (File No. 333-122908) filed by the Registrant with the Securities and Exchange Commission (the “SEC”) on February 18, 2005 , (ii) the previous Registration Statement on Form S-8 (File No. 333-150804) filed by the Registrant with the SEC on May 9, 2008 , (iii) the previous Registration Statement on Form S-8 (File No. 333-174319) filed by the Registrant with the SEC on May 18, 2011 , (iv) the previous Registration Statement on Form S-8 (File No. 333-188602) filed by the Registrant with the SEC on May 14, 2013 , (v) the previous Registration Statement on Form S-8 (File No. 333-202012) filed by the Registrant with the SEC on February 11, 2015 and (vi) the previous Registration Statement on Form S-8 (File No. 333-216058) filed by the Registrant with the SEC on February 14, 2017 are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

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

| (1) | The Registrant’s Annual Report on Form 10-K for the fiscal year ended September 27, 2019, filed with the SEC on November 25, 2019. | | --- | --- | | (2) | The Registrant’s Current Reports on Form 8-K and Form 8-K/A filed with the SEC on November 14, 2019 (excluding Items 2.02 and 9.01), November 18, 2019 , January 29, 2020 (excluding Items 2.02 and 9.01), February 7, 2020 and February 7, 2020 . | | (3) | The Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 27, 2019, filed with the SEC on January 29, 2020. | | (4) | The portions of the Registrant’s Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for our 2020 annual meeting of stockholders, filed with the SEC on December 18, 2019, that are incorporated by reference in the Form 10-K; | | (5) | The description of the Registrant’s Class A common stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on February 9, 2005, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |

All documents filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered 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 part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or superseded such statement.

ITEM 8. Exhibits.

Exhibit — Number	Description	Incorporated by Reference Herein — Form	Date
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (see Exhibit 5.1)
24.1	Power of Attorney (contained on signature page hereto)
99.1	2020 Stock Plan, as amended and restated	Current Report on Form 8-K	February 7, 2020
99.2	Form of Global Stock Option Agreement under the 2020 Stock Plan	Quarterly Report on Form 10-Q	February 2, 2017
99.3	Form of Executive Global Stock Option Agreement under the 2020 Stock Plan	Quarterly Report on Form 10-Q	February 2, 2017
99.4	Form of Global Restricted Stock Unit Agreement under the 2020 Stock Plan	Quarterly Report on Form 10-Q	February 2, 2017
99.5	Form of Executive Global Restricted Stock Unit Agreement under the 2020 Stock Plan	Quarterly Report on Form 10-Q	February 2, 2017
99.6	Form of Executive Performance-Based Stock Option Agreement	Current Report on Form 8-K	December 11, 2015
99.7	Form of Executive Performance-Based Restricted Stock Unit Agreement	Quarterly Report on Form 10-Q	January 29, 2020

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 San Francisco, State of California, on this 25th day of February, 2020.

DOLBY LABORATORIES, INC.
By:	/ S / K EVIN J. Y EAMAN
	Kevin J. Yeaman President and Chief Executive
Officer (Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin J. Yeaman and Lewis Chew, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connections therewith, with the Securities and Exchange Commission, hereby ratifying and conforming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

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

SIGNATURE	TITLE	DATE
/ S / P ETER G OTCHER Peter Gotcher	Chairman of the Board of Directors	February 25, 2020
/ S / K EVIN J. Y EAMAN Kevin J. Yeaman	President, Chief Executive Officer and Director (Principal Executive Officer)	February 25, 2020
/s/ L EWIS C HEW Lewis Chew	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 25, 2020
/s/ R YAN N ICHOLSON Ryan Nicholson	Vice President, Corporate Controller (Principal Accounting Officer)	February 25, 2020
/s/ M ICHELINE C HAU Micheline Chau	Director	February 25, 2020
/ S / D AVID D OLBY David Dolby	Director	February 25, 2020
/ S / N.W. J ASPER , J R . N. W. Jasper, Jr.	Director	February 25, 2020
/ S / S IMON S EGARS Simon Segars	Director	February 25, 2020
/ S / R OGER S IBONI Roger Siboni	Director	February 25, 2020
/ S / A NJALI S UD Anjali Sud	Director	February 25, 2020
/ S / A VADIS T EVANIAN , JR.	Director	February 25, 2020
Avadis Tevanian, Jr.