fuboTV Inc. /FL — Registration Form 2020

Dec 17, 2020

S-8 1 forms-8.htm

As filed with the Securities and Exchange Commission on December [ ], 2020

Registration No. 333-________

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Field: Rule-Page

Field: /Rule-Page

fuboTV Inc.

(Exact name of registrant as specified in its charter)

Florida	26-4330545
(State
or other jurisdiction of incorporation or organization)	(I.R.S.
Employer Identification Number)

fuboTV Inc.1330 Avenue of the Americas

New York, NY 10019

(212) 672-0055

(Address of principal executive offices, including zip code)

Field: Rule-Page

Field: /Rule-Page

fuboTV Inc. 2020 Equity Incentive Plan, as amended

(Full title of the plan)

Field: Rule-Page

Field: /Rule-Page

David Gandler

Chief Executive Officer

fuboTV Inc. 1330 Avenue of the Americas

New York, NY 10019

(212) 672-0055

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

Field: Rule-Page

Field: /Rule-Page

| Copies

to:
Robert
G. Day, Esq. Megan
J. Baier, Esq. Mark
G.C. Bass, Esq. Wilson
Sonsini Goodrich & Rosati, Professional
Corporation 1301
Avenue of the Americas New
York, NY 10019 (212)
999-5800	Simone
Nardi Chief
Financial Officer Gina
Sheldon, Esq. General Counsel fuboTV
Inc. 1330
Avenue of the Americas New
York, NY 10019 (212)
672-0055

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 [X] | Smaller reporting company | [X] | | | 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. [ ]

Field: Rule-Page

Field: /Rule-Page

CALCULATION OF REGISTRATION FEE

| Title of Securities to be Registered | | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | | --- | --- | --- | --- | --- | --- | | Common Stock, $0.0001 par value per share: | 19,000,000 | $ 26.84 | (2) | $ 509,960,000.00 | $ 55,637.00 |

| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the fuboTV Inc.’s (the “ Registrant ”) common stock that become issuable under the fuboTV Inc. 2020 Equity Incentive Plan, as amended (the “ 2020 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 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 $26.84, the average of the high and low prices of the Registrant’s common stock on December 15, 2020, as reported on the New York Stock Exchange. |

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

PART I

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement registers additional shares of common stock of the Registrant to be issued pursuant to the fuboTV Inc. 2020 Equity Incentive Plan, as amended (the “ 2020 Plan ”), formerly known as the FaceBank Group, Inc. 2020 Equity Incentive Plan. Accordingly, the contents of the previous Registration Statement on Form S-8 (File No. 333-239846) filed by the Registrant with the Securities and Exchange Commission (the “ SEC ”) on July 14, 2020, 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 .

fuboTV Inc. (the “ Registrant ”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “ Commission ”):

1. The Registrant’s prospectus contained in its Registration Statement on Form S-1A, filed with the Commission on December 10, 2020 (File No.333-249783) ;

2. All other reports of the Registrant 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 Registrant’s fiscal year ended December 31, 2019 (other than the portions of these documents not deemed to be filed); and

3. The description of the Registrant’s securities contained in the Registration Statement on Form 8-A, filed with the Commission on October 2, 2020 (File No. 001-39590) .

All documents filed by the Registrant 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; provided , however , that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed 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 herein or in any subsequently filed document which also 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.

Field: Page; Sequence: 2

Field: /Page

Item 8. Exhibits .

| Exhibit — Number | | Exhibit Description | Incorporated by Reference — Form | Exhibit | Filing Date | File No. | | --- | --- | --- | --- | --- | --- | --- | | 4.1 | * | fuboTV Inc. 2020 Equity Incentive Plan, as amended | | | | | | 4.2 | | Form of Stock Option Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended | 10-Q | 10.5 | July 6, 2020 | 000-55353 | | 4.3 | * | Form of Restricted Stock Unit Award Agreement to the fuboTV Inc. 2020 Equity Incentive Plan, as amended | | | | | | 5.1 | * | Opinion of Anthony L.G., PLLC, counsel to the Registrant | | | | | | 23.1 | * | Consent of Ernst & Young LLP | | | | | | 23.2 | * | Consent of LJ Soldinger Associates, LLC | | | | | | 23.3 | * | Consent of Marcum LLP | | | | | | 23.4 | * | Consent of Anthony L.G., PLLC (included in Exhibit 5.1) | | | | | | 24.1 | | Power of attorney (contained on signature page hereto) | | | | |

• Filed herewith.

Field: Page; Sequence: 3

Field: /Page

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 New York, State of New York, on December 16, 2020.

| FUBOTV

INC.
By:	/s/
David Gandler
	David
Gandler
	Chief
Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Gandler and Simone Nardi, and each one of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in their name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-8 and any and all amendments thereto (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 connection therewith, 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 any of them, or his or her substitute or 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 date indicated.

Signature	Title	Date
/s/
David Gandler	Chief
Executive Officer and Director	December
16, 2020
David
Gandler	(principal executive
officer)
/s/
Simone Nardi	Chief
Financial Officer	December
16, 2020
Simone
Nardi	(principal financial
and accounting officer)
/s/
Edgar Bronfman, Jr.	Executive
Chairman and Director	December
16, 2020
Edgar
Bronfman, Jr.
/s/
Henry Ahn	Director	December
16, 2020
Henry
Ahn
/s/
Daniel Leff	Director	December
16, 2020
Daniel
Leff
/s/
Pär-Jörgen Pärson	Director	December
16, 2020
Pär-Jörgen
Pärson
/s/
Ignacio Figueras	Director	December
16, 2020
Ignacio
Figueras
/s/
Laura Onopchenko	Director	December
16, 2020
Laura
Onopchenko

Field: Page; Sequence: 4; Options: Last

Field: /Page